Definitions: the 'Client' (you/your Company); us/we/our (Ultimate Proof Ltd/Kelly Owen); the 'website' (this website www.ultimateproof.co.uk); 'the document', 'the work' and 'your work' refers to the work being proofread/edited; 'the service' refers to the service to be provided by Ultimate Proof Ltd under the contract as set out in the quotation or by clear agreement in an email.

1.1  These terms and conditions apply to any work completed on behalf of the Client (you/the Company) by us/we/our (Ultimate Proof Limited). This version is dated 5 December 2024. By using this website and our services you are agreeing to these terms and conditions.

1.2  These terms and conditions govern Ultimate Proof’s relationship with you in relation to this website. If you do not accept the terms and conditions, you should stop using the website immediately and you should not use any of our services.

1.3   It is your responsibility to read the terms and conditions prior to using the website and regularly check for any changes. If you have any questions about the terms and conditions please ask Ultimate Proof Limited before accepting a quotation or making a payment.

1.4 When you use any current or future Ultimate Proof Limited service, whether included or not on this website, you will be subject to the guidelines and conditions within these terms and conditions.

1.5  We will provide proofreading/editing services agreed upon (in writing) by us and the Client – referred to as the Agreement or the Contract of Service.

1.6  The Client is under no obligation to offer us work; neither are we under any obligation to accept work offered by the Client.

1.7  Ultimate Proof Limited is not VAT-registered.

2.1  Prior to commencement of the proofreading/editing work, the Client and Ultimate Proof Ltd will agree, in writing (including email), the terms of the project (the Agreement):

• the format in which the proofreading/editing service will be carried out (e.g. in Word, on PDF)
• how the material will be annotated (e.g. Track Changes in Word, PDF markups)
• the length of time required to complete the project, as advised by us
• a fee for the project, based on a quotation supplied by us to the Client, in writing (including email), following our evaluation of the material to be proofread/edited and the timeframe required to complete the job
• the date by which the material will be delivered by the Client to us
• the latest date by which the completed project will be returned, following our advice to the Client

2.2 Please note that if, on receipt of the project to be worked on (or at an early stage), it becomes apparent that significantly more work is required than had been anticipated in the preliminary discussion/brief or from the sample supplied, we may re-negotiate the fee and/or the deadline, or decline to carry out the work.

3.1  A quotation for the work will be provided by Ultimate Proof Ltd to the Client (including written in an email) following our evaluation of a representative sample of the materials to be worked on, and a discussion with the Client as to what is required.

3.2  Once the Client and Ultimate Proof Ltd have agreed the full fee, it is non-negotiable unless the Client extends the word/page count of the job or requests additional services. In this case, a revised quotation and job completion date will be negotiated. 

3.3  Unless otherwise agreed, we will supply the Client with a final invoice immediately upon completion of the proofreading/editing project.

3.4  At our discretion (eg when the Client is new or when the Client has failed to pay invoices within 30 days), the Client will be asked to pay the invoice before the start of the work. 

3.5  At our discretion, for regular clients we may agree to monthly invoicing. Any such arrangements must be agreed before work begins and any such invoices shall be paid by you within 30 days from the date of invoice, in accordance with the Pay On Time code of practice.

3.7  Unless otherwise agreed, the fee quoted is for one pass of a proof, so if the Client requires more than one proof pass they should stipulate this in the brief to ensure all passes are quoted for from the outset. Additional passes are new projects, the terms of which will be agreed separately. 

3.8  Payment can be made by electronic bank transfer or debit or credit card.

6.1  Both the Client and Ultimate Proof Ltd have the right to terminate a Contract for Services at any time if there is a serious breach of its terms.

6.2  The Client is free to cancel a service for any reason by providing us with written notice (including email); we must acknowledge this cancellation in writing (including email) for this to be valid.

6.3  We may cancel a service at any time for any reason by providing written notice (including email) to the Client. In the unlikely event that we cancel a service, we will provide a prorated refund of any overages of fees paid (including the booking fee).

6.4  If, in the unlikely event that the Client is impacted by extraordinary or difficult circumstances that cause cancellation or delay (e.g. family crisis, illness, bereavement), the Client should contact us to discuss the terms of the cancellation policy. We aim to be fair and helpful at all times.

6.5  If we are impacted by extraordinary or difficult circumstances that cause cancellation (e.g. family crisis, illness, bereavement), we will contact the Client in writing at the earliest opportunity and do my best to renegotiate the timeframe of the project or find an alternative supplier of proofreading/editing services. 

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6.6  If the Client cancels the work during the proofreading/editing project, we reserve the right to invoice for 100% of the agreed fee.

6.7  If the Client wishes to cancel before the project starts, no charge will apply.

7.1  The nature and content of the work provided by the Client will be kept confidential and not made known to anyone other than the Client and our/their contractors without prior written permission.

7.2  We will not, under any circumstances, upload the Client’s files to external websites or distribute them to third parties unless specifically authorised to do so, in writing, by the Client. We do, however, use cloud storage systems (such as GoogleDocs) as part of our work process. See our Privacy Policy for how your data is protected.

7.3  Under the terms of the Data Protection Act 1998, the Client and Ultimate Proof Ltd may keep on record such information (e.g. contact details) as is necessary. Either may view the other's records to ensure that they are relevant, correct and up to date.

7.4  All subcontractors used by Ultimate Proof Ltd have signed confidentiality agreements with us and their experience/qualifications have been established to our satisfaction. You retain sole copyright, ownership and control over all materials submitted.

8.1  All content delivered to us by the Client for the proofreading/editing project is owned by the Client.

8.2  In this respect, the Client agrees to hold us harmless from and against all claims, liabilities and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against them.

8.3  Following payment of our invoice, any content created by us as part of the proofreading/editing process will become the copyright of the Client unless otherwise agreed.

9.1  Please read the Sevice Standards page which sets out what is humanly possible regarding perfection in proofreading and editing a document. Final responsibility for proofreading and approving the final draft lies with the Client. Ultimate Proof Ltd shall not be held liable for typographical omissions, grammatical errors, content, etc. See also 9.3 below.

9.2  Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract Agreement shall be limited to the price paid for the services if notified up to a maximum of 30 days after completion of the work (taken from the date of the invoice).

9.3  Final responsibility for proofreading errors in completed work rests with the Client in every case. Should typographical errors be found in the document after we have completed the work, that are a result of an oversight by us, we will either correct the text free of charge or conclude that the work is complete – no further liability is acknowledged or accepted.

9.4 We will not be liable to the Client for any loss of profits, loss of business or depletion of goodwill which arises out of or in connection with the Agreement.

10.1  This agreement is subject to the laws of England and Wales, and both the Client and we agree to submit to the jurisdiction of the English and Welsh courts.

10.2  The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be Gloucestershire, England.

11.1  Please read our Privacy Policy, which explains the data I collect, how we use it and store it, and our compliance with the General Data Protection Regulation (GDPR).