Editing Wonder

Jessica Alyce Brown
Lerchenfeldstr. 12
80538 Munich

GermanyTelefon: +49 151 50016128
E-Mail: alyce.editing.wonder@gmail.com
Internet: http://www.editingwonder.com

Last updated: April 29,2025

General Terms & Conditions

Preamble

These General Terms and Conditions (GTC) govern the legal relationship between Jessica Alyce Brown, Lerchenfeldstrasse 12, 80538 Munich, Germany (hereinafter referred to as the “Contractor”) and its clients (hereinafter referred to as the “Client”) for the provision of editorial services in the field of text editing.

The Contractor offers professional services in the areas of copyediting, proofreading, and related activities for written works. These GTC form the basis for all future individual assignments agreed upon between the Contractor and the Client within the scope of separate Statements of Work (SoW).

These General Terms and Conditions are provided in English and may be made available to Clients whose business language is English. In the event of any discrepancies or disputes, the German version of these GTC shall prevail.

Unless expressly agreed otherwise in writing, these GTC and all contracts concluded based on them shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC and the individual contracts shall be Munich, Germany.

1. Scope of Application
   1. These General Terms and Conditions shall apply to all current and future contractual relationships between the Contractor and the Client regarding the provision of editorial services.
   2. These GTC shall apply exclusively. Any conflicting or deviating terms and conditions of the Client shall not become part of the agreement unless expressly agreed to in writing by the Contractor.
   3. Individual agreements made between the Contractor and the Client in a Statement of Work (SoW) shall take precedence over these GTC if they explicitly deviate from them.

2. Services of the Contractor
   1. The Contractor provides professional editorial services, including but not limited to:
      1. Copyediting
      2. Proofreading
      3. Stylistic editing
      4. Developmental editing
      5. Other related text editing and review services as agreed upon in the respective Statement of Work
   2. The specific scope and details of the editorial services to be provided for each individual project shall be defined in a separate Statement of Work, which will be agreed upon in writing between the Contractor and the Client.
   3. The Contractor will perform the services with professional care and to the best of their ability, based on the information and materials provided by the Client. However, the Contractor does not guarantee the accuracy, completeness, or marketability of the final edited work.
   4. The Contractor will perform the editing services according to common professional standards in the field and any specific guidelines or instructions provided by the Client in the Statement of Work.
   5. The Contractor’s role is to provide editorial support and suggestions for improvement. The final decisions regarding the content and any changes to the work remain solely with the Client.

3. Obligations of the Client
   1. The Client shall provide the Contractor with all necessary information, materials, and access required for the proper execution of the agreed-upon services in a timely manner. This includes, but is not limited to, the complete text to be edited, any relevant style guides, specific instructions, and contact persons for queries.
   2. The Client warrants that they possess all necessary rights to the content provided to the Contractor and that the content does not infringe upon the intellectual property rights or other rights of any third party. The Client shall indemnify and hold the Contractor harmless from any claims arising from breaches of this warranty.
   3. The Client shall review the edited work delivered by the Contractor within the timeframe specified in the respective Statement of Work. If no specific timeframe is outlined in the SoW, the Client shall review the work within a reasonable period, not exceeding [e.g., fourteen (14) business days] from the date of delivery.
      1. All feedback on the delivered work must be provided to the Contractor in a clear and structured written format (e.g., via email or using track changes in a document). The Client shall provide a consolidated list of feedback or request clarification within the specified review period.
      2. If no feedback is received by the Contractor within the agreed-upon review period (as specified in the SoW or the default timeframe of [e.g., fourteen (14) business days] if not specified), the delivered work shall be deemed accepted, unless otherwise explicitly agreed upon in writing in the Statement of Work.
   4. The Client is responsible for the final review and approval of the edited work before publication or any other form of use. The Contractor shall not be liable for any errors or omissions in the final published version that were present in the Contractor’s delivered work but not identified by the Client during the review process.
   5. The Client shall pay the Contractor the agreed-upon fees in accordance with the payment terms outlined in § 6 and the respective Statement of Work.
   6. The Client acknowledges that the timely completion of the editorial services is often dependent on their availability for communication, their prompt provision of necessary information and feedback, and their adherence to agreed-upon timelines.
      1. The Client agrees to make reasonable efforts to be available for communication with the Contractor via agreed-upon channels (e.g., email, phone calls, video conferences) during normal business hours and to respond to the Contractor’s inquiries in a timely manner, typically within [e.g., five (5) business days].
      2. In the event that the Client’s lack of availability, delayed provision of materials or feedback, or failure to meet agreed-upon interim deadlines leads to a significant delay in the project timeline (beyond [e.g., one (1) month] of the originally estimated completion date outlined in the Statement of Work), the Contractor reserves the right to adjust the project timeline accordingly. Any additional work or time incurred by the Contractor due to such delays may be subject to additional charges, to be agreed upon in writing between the parties.
      3. The agreed-upon fees for the services outlined in the Statement of Work remain payable according to the original payment schedule, even if the project completion is delayed due to the Client’s actions or inactions.

4. Confidentiality
   1. Both the Contractor and the Client agree to treat all confidential information of the other party as strictly confidential and to protect it against unauthorized access, use, or disclosure.
   2. Confidential information shall include, but not be limited to, the Client’s written works, project details, business plans, customer data, and any other information designated as confidential or which, by its nature, is to be considered confidential. For the Contractor, confidential information shall include, but not be limited to, pricing details, business processes, and methodologies.
   3. The receiving party shall use the confidential information of the disclosing party solely for the purpose of fulfilling its obligations under this agreement and the respective Statement of Work.
   4. The obligations of confidentiality shall survive the termination of this agreement and shall continue for a period of [e.g., five (5) years] thereafter, unless otherwise specified in writing.
   5. Exceptions to the confidentiality obligations shall include information that:
      1. was already known to the receiving party prior to its disclosure by the disclosing party without any obligation of confidentiality;
      2. is or becomes publicly known through no wrongful act of the receiving party;
      3. is rightfully received by the receiving party from a third party without any obligation of confidentiality;  
      4. is required to be disclosed by law or by a valid order of a court or other governmental authority, provided that the receiving party shall, to the extent legally permissible, promptly notify the disclosing party of such requirement and shall cooperate with the disclosing party in any efforts to contest or limit the scope of such disclosure.   
   6. The Contractor may retain copies of the edited work for their records and portfolio purposes, subject to the confidentiality obligations outlined in this section and with the Client’s explicit prior written consent regarding any specific excerpts or details being publicly shared.
   7. Data Storage and Control
      1. Where the Client chooses the platform for sharing their confidential information (e.g., by granting the Contractor access to their own cloud storage or other online services), the Client assumes responsibility for the security and integrity of that platform and for ensuring that the level of access granted to the Contractor is appropriate and limited to the scope of the project.
      2. The Contractor will exercise reasonable care in accessing and using the Client’s confidential information on the Client-provided platform in accordance with the terms of this agreement and the respective Statement of Work. However, the Contractor shall not be held liable for data breaches, loss, or unauthorized access that are the direct result of security vulnerabilities or the Client’s configuration of their chosen platform, including but not limited to overly broad access permissions.
      3. If the Client provides the Contractor with access to data or information that is not necessary for the performance of the agreed-upon services, the Contractor will make reasonable efforts to limit access and use to only what is required. However, the Client is responsible for ensuring that they only share data that is relevant to the project and for restricting access to other information. The Contractor accepts no liability for the Client’s disclosure of unnecessary information.
      4. Where the Contractor selects the platform for the storage and transmission of the Client’s confidential information, the Contractor will exercise reasonable care in selecting reputable and secure third-party providers. However, the Contractor shall not be held liable for data breaches, loss, or unauthorized access that are the direct result of security vulnerabilities or failures of these third-party platforms, provided that the Contractor has exercised reasonable diligence in their selection.
      5. Upon completion of the services and payment of all outstanding fees, the Contractor will, upon the Client’s written request, securely delete or return the Client’s confidential information in the Contractor’s direct possession, subject to any legal or regulatory obligations to retain certain records. For data stored on Contractor-selected third-party platforms, the Contractor will take reasonable steps to facilitate deletion in accordance with the platform’s policies, but the ultimate responsibility for data deletion on those platforms may lie with the platform provider. For data stored on Client-provided platforms, the responsibility for ongoing security and deletion remains solely with the Client.

5. Intellectual Property
   1. The Client retains all rights, title, and interest in and to the original written work submitted for editing, including all copyrights and other intellectual property rights. Nothing in this agreement shall be construed as a transfer of ownership of the original work to the Contractor.
   2. The Contractor’s editorial contributions and any specific suggestions, revisions, or modifications made to the Client’s work are intended to enhance the clarity, accuracy, style, and overall quality of the text. The intellectual property rights in these editorial contributions, to the extent that they constitute original works of authorship, shall remain with the Contractor. However, the Client shall have a non-exclusive, perpetual, irrevocable, and royalty-free license to use these editorial contributions as part of the edited work for any purpose.
   3. The Client warrants that they possess all necessary rights to the content provided to the Contractor and that the editing of this content by the Contractor does not infringe upon the intellectual property rights or other rights of any third party. The Client shall indemnify and hold the Contractor harmless from any claims arising from breaches of this warranty (as also stated in § 3.2).
   4. The Contractor may, with the Client’s explicit prior written consent, showcase the edited work (or excerpts thereof) in their portfolio or on their website as examples of their work. In such cases, the Contractor will respect the Client’s authorship and any confidentiality agreements.

6. Remuneration and Payment Terms
   1. The fees for the editorial services provided by the Contractor shall be as specified in the respective Statement of Work. Unless otherwise agreed in writing, fees may be based on an hourly rate, a per-word/page rate, or a fixed project fee. All fees are stated net of any applicable value-added tax (VAT), which shall be added to the invoice at the prevailing rate if applicable.
   2. The Contractor reserves the right to request an upfront payment of [e.g., 50% for new clients] of the total estimated fee, payable upon agreement of the Statement of Work. The remaining balance shall be invoiced upon completion of the agreed-upon services, unless otherwise specified in the SoW.
   3. The Contractor shall issue invoices to the Client according to the schedule agreed upon in the Statement of Work (e.g., upon completion of the project, monthly, or upon reaching specific milestones). If no specific schedule is defined in the SoW, the Contractor shall typically invoice upon completion of the agreed-upon services.
   4. Payment of the invoice amount shall be due within fourteen (14) days from the date of the invoice, unless otherwise specified in the Statement of Work.
   5. In the event of late payment the Contractor reserves the right to suspend further work on the project until the outstanding invoice has been paid in full.
   6. If the project scope changes significantly after the agreement of the Statement of Work, leading to additional work for the Contractor, the Contractor shall inform the Client of the potential for additional charges. Any such additional fees must be agreed upon in writing by both parties in an amendment to the SoW before the additional work commences.
   7. All payments shall be made in Euro (€) to the Contractor’s bank account as specified on the invoice. The Client shall be responsible for any bank charges or transfer fees associated with the payment.

7. Acceptance of Work and Notification of Issues
   1. Acceptance: Acceptance of the delivered work by the Client shall occur upon the earlier of the following:
      1. Explicit written confirmation of acceptance by the Client to the Contractor. 
      2. The expiration of the review period for notifying issues as specified in the Statement of Work (or as per § 3.3 if no timeframe is specified in the SoW), without the Contractor having received a written notification of Defects or material deviations from the agreed-upon scope of work.
   2. Notification of Issues: The Client shall notify the Contractor in writing of any Defects (as defined in § 7.6) or material deviations from the agreed-upon scope of work within [e.g., fourteen (14) business days] after the end of the review period. The notification must be specific, refer directly to the relevant sections of the work, and provide sufficient detail to allow the Contractor to understand and address the issue. Notifications made through informal channels such as chat messages will not be considered a formal notification of defects for the purposes of this agreement.
   3. If no written notification of issues is received by the Contractor within the specified review period, the delivered work shall be deemed accepted by the Client.
   4. In the event of a justified notification of Defects that fall within the definition of § 7.6 and are not considered revisions as per § 7.7, the Contractor shall, at their own discretion, either revise the work to remedy the defects within a reasonable timeframe or provide a credit note for the portion of the fee attributable to the defective services.
   5. The Client’s right to claim defects shall be limited to material deviations from the agreed-upon scope of work and shall exclude stylistic preferences, subjective opinions on wording or phrasing, or disagreements with editorial suggestions that are within the bounds of professional judgment and the agreed-upon guidelines.
   6. Defects: For the purpose of this agreement, “Defects” are defined as objective errors or omissions in the edited work that demonstrably deviate from:
      1. The original text provided by the Client (e.g., introduction of typos or grammatical errors by the Contractor).
      2. Explicit instructions or requirements outlined in the Statement of Work (e.g., failure to apply a specific style guide requirement).
      3. Common professional standards for the type of editing service agreed upon (e.g., overlooking a significant and obvious factual error in a proofreading task).
   7. Revisions:
      1. Any changes, additions, or modifications requested by the Client that go beyond:
         1. the correction of Defects as defined in § 7.6, or
         2. Material deviations from the agreed-upon initial scope of work (as outlined in the Statement of Work),

shall be considered additional revisions. 

2. The Statement of Work(s) will outline the number of formal revision rounds included in the initial fee.
3. Additional revisions beyond those included in the initial fee (if any) may be subject to additional fees, to be agreed upon in writing in an amendment to the Statement of Work.
4. The Contractor is not obligated to implement revisions beyond what is agreed upon in the SoW unless a separate agreement regarding the scope and cost of the additional revisions is reached.

8. Liability
   1. The Contractor shall only be liable for damages caused by gross negligence or willful misconduct.
   2. The Contractor shall not be liable for indirect damages, consequential damages, loss of profit, or loss of data, except in cases of willful misconduct.
   3. The total liability of the Contractor under this agreement, regardless of the legal basis, shall be limited to the total fees paid by the Client to the Contractor for the specific project in question.
   4. The Contractor shall not be liable for any errors or omissions in the final published version of the work if these errors or omissions were present in the Contractor’s delivered work but not identified by the Client during the review period (as per § 7) or were introduced by the Client or a third party after the Contractor’s delivery.
   5. The Client acknowledges that editorial services are inherently subjective to a degree, and the Contractor does not guarantee that the edited work will achieve any specific outcome or meet the Client’s subjective expectations beyond the agreed-upon scope of work and professional standards.
   6. To the extent legally permissible, any claims for damages against the Contractor must be asserted in writing within twelve (12) months after the event giving rise to the damage occurred, otherwise the claim shall be time-barred.

9. Term and Termination
   1. Term of the Agreement: This Agreement shall come into effect upon the Client’s signature of the Statement of Work and shall continue until the completion of the services outlined in the Statement of Work, unless terminated earlier in accordance with the provisions of this section..
   2. Termination of a Statement of Work (SoW):
      1. Termination for Convenience by the Client: The Client may terminate a specific Statement of Work in writing by providing [e.g., thirty (30) days] written notice to the Contractor. In such cases, the Client shall compensate the Contractor not only for the services already rendered and reasonable expenses incurred up to the point of termination (as per § 9.2.3) but also for [e.g., 30%] of the remaining project fee as liquidated damages for lost profit.
      2. Termination for Convenience by the Contractor: The Contractor may terminate a specific Statement of Work in writing by providing [e.g., fourteen (14) days] written notice to the Client if unforeseen circumstances make the continuation of the specific project unreasonable for the Contractor. In such cases, the Contractor will ensure a fair and reasonable handover of any completed work to the Client, and the Client shall compensate the Contractor for the services already rendered and reasonable expenses incurred up to the point of termination.
   3. Termination for Cause:
      1. Termination for Cause by the Contractor: The Contractor shall have the right to terminate a specific Statement of Work with immediate effect if the Client:
         1. Fails to make payment as specified in § 6 or the respective Statement of Work. If payment remains outstanding, the Contractor will issue a written reminder granting the Client an additional grace period of seven (7) days to make the payment. If payment is not received within this grace period, the Contractor shall have the right to terminate the Statement of Work with immediate effect.
         2. Commits a material breach of any other obligation under this Agreement or any Statement of Work and fails to remedy such breach within fourteen (14) days of receiving written notice from the Contractor specifying the nature of the breach and the required remedy.
         3. Ceases to communicate with the Contractor regarding the project for a period of thirty (30) days despite reasonable attempts by the Contractor to re-establish contact. This lack of communication will be interpreted as de facto abandonment of the project.
         4. Enters into a contractual agreement with another editor or editing service for the same project that is the subject of a current Statement of Work without formally terminating their agreement with the Contractor.
      2. Termination for Cause by the Client: The Client shall have the right to terminate a specific Statement of Work with immediate effect if the Contractor:
         1. commits a material breach of any obligation under this Agreement or any Statement of Work and fails to remedy such breach within [e.g., fourteen (14) days] of receiving written notice from the Client specifying the nature of the breach and the required remedy.
         2. becomes unable to provide the agreed-upon services due to prolonged illness, unexpected unavailability, or other significant unforeseen circumstances that prevent the Contractor from fulfilling their obligations for an extended period (e.g., more than [e.g., one (1) month]).
   4. Consequences of SoW Termination (General): In the event of termination of a SoW under § 9.2.1 or § 9.2.2, the Client shall compensate the Contractor for the services already rendered and any reasonable expenses incurred up to the point of termination. Any upfront payment made for the SoW shall be offset against this amount, and any remaining balance shall be promptly paid by the relevant party.
   5. Surviving Provisions: The provisions of §§ 3.2, 4, 5, 6 (regarding outstanding payments), 8, and 10 shall survive any termination of this Agreement or any Statement of Work.

10. Governing Law and Jurisdiction
    1. This Agreement and all Statements of Work entered into under it shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of laws rules and the United Nations CISG.
    2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement and any Statements of Work entered into under it shall be Munich, Germany.

11. Final Provisions
    1. Entire Agreement: This Agreement, including any Statements of Work entered into under it, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
    2. Amendments: No amendment to or modification of this Agreement or any Statement of Work shall be effective unless it is in writing and signed by both parties.
    3. Notices: Any notice or other communication required or permitted under this Agreement shall be in writing and may be given by personal delivery, registered mail, or email (with confirmation of transmission). Notices shall be sent to the addresses (including email addresses) of the parties as specified in the Statement of Work or as otherwise notified by a party in writing.
    4. Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement or any Statement of Work without the prior written consent of the other party, except that the Contractor may assign its rights to payment.
    5. Severability: Should any provision of this Agreement or any Statement of Work entered into under it be or become invalid, illegal, or unenforceable, in whole or in part, under the applicable law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. The parties undertake to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that comes as close as possible to the economic intent of the invalid, illegal, or unenforceable provision.