Terms of service

This summary is not a substitute for the sections below. It describes how the marketplace works so that the formal terms can be checked against it.

These terms are an agreement between you and [legal entity name, registered number and address] (“we”, “us”), which operates the website at ugcediting.com and its related services (the “platform”).

The platform has three kinds of user:

• Creators, who hire editors for their own content;
• Brands, organisations that hire editors, usually through a workspace with several seats;
• Editors, who offer editing services and are hired through orders.

Creators and brands are together called “clients”. A person may hold more than one role.

You must be at least [minimum age] and able to enter into a binding contract to create an account. If you register on behalf of an organisation, you confirm you are authorised to bind it.

You are responsible for the accuracy of your profile and for activity under your account. Profile performance figures — on-time rate, response time, completion rate and reviews — are computed by the platform from orders and cannot be edited by the user they describe.

Brand workspaces and seats

A brand workspace may have multiple seats. Each seat holds one role (owner, admin, member, moderator or billing) that determines what it can do. The workspace owner is responsible for the actions of every seat in the workspace. Removing a seat revokes its access; orders it created remain with the workspace.

We provide the tools for clients to post briefs and for editors to apply, and we hold and release payments for orders. Unless an enterprise agreement says otherwise, we are not a party to the contract for editing services between a client and an editor, and we do not supervise or direct an editor’s work.

Editors act as [independent contractors / classification per jurisdiction] and are responsible for their own [tax and registration obligations — counsel to define].

An order is created when a client hires an editor, either from a brief or by booking an editor’s package. The order records the agreed price, the pricing model, the due date, the number of revisions included and the scope set out in the brief.

• The brief, as it stood when the order was created, defines the scope. Changes after hiring are changes to the order and may be priced separately.
• A revision is a request for changes to a delivered version within the agreed scope. The number used is recorded on the order and visible to both parties.
• An editor should not begin work until the order shows as funded.

When a client funds an order, the client is charged the agreed price plus the client service fee. The agreed price is held by [us / our payment processor — counsel to define the holding structure] until it is released or refunded under these terms. Held funds are not available to either party while the order is open.

Release

Held funds are released to the editor when:

• the client approves a delivered version (for a brand workspace, by a seat permitted to approve);
• 5 days pass after a delivery without the client approving, requesting a revision or opening a dispute (“auto-release”); or
• a dispute is resolved in the editor’s favour, in whole or in part.

Each new delivery starts a new 5-day period. Approval and auto-release are final for the funds they release.

Refund

Held funds are refunded to the client when a funded order is cancelled before delivery, or when a dispute is resolved in the client’s favour, in whole or in part. A full refund of a cancelled order includes the client service fee.

Withdrawals

Released funds become available to the editor 5 days after release. Withdrawals are subject to a minimum of $25 and a fee of $1 per withdrawal. Orders are priced and held in US dollars.

The current fee schedule is:

• Client service fee: 5% of the agreed price, charged on funding;
• Editor commission: 10% of the agreed price, withheld on release;
• Withdrawal fee: $1 per withdrawal.

Fees are calculated in whole cents. Posting briefs, applying and messaging are free. We will give [notice period] notice of any change to the fee schedule, and a change does not apply to orders already funded. The pricing page shows the schedule as it currently stands.

[Taxes on fees and on services between users — counsel to define]

Either party may open a dispute on a funded order before its funds are released. While a dispute is open, the funds are frozen: auto-release is suspended, and neither party may approve or cancel the order.

A platform reviewer who is not a party to the order considers the brief, delivered versions, review notes, messages and each party’s statement, and records one outcome: release to the editor, refund to the client, or a split in a proportion the reviewer sets. A case that cannot be decided on the record may be escalated for a second review.

The effect of a ruling on any other rights the parties may have is [to be defined by counsel, including any appeal or external dispute-resolution route].

Clients keep ownership of the material they supply. By attaching it to a brief or order, a client grants the hired editor permission to use it for the purpose of performing that order.

On release of an order’s funds, the rights in the finished deliverables pass to the client [scope of transfer or licence, territory and duration — counsel to define]. Project files are included only if the order or package says so. An editor may show finished work in their portfolio unless the brief or the parties agree otherwise.

You grant us a licence to host, process and display content you upload only as needed to operate the platform for you and the other party to the order.

You must not:

• arrange to pay or be paid outside the platform for work found through it, in order to avoid fees;
• upload material you do not have the right to use, or that is unlawful;
• misrepresent your identity, your work or another user’s;
• leave reviews other than as the counterparty to a completed order;
• interfere with the platform’s operation or security.

Payments arranged outside an order are not covered by escrow, the review record or the dispute process.

You may close your account at any time once you have no orders with funds held in escrow. Open orders must be completed, cancelled or disputed first, so that no other user’s funds are left unresolved.

We may suspend or close an account that breaches these terms. [Notice, reasons and treatment of held and available funds on suspension — counsel to define].

[Disclaimers, limitation of liability and indemnities — to be drafted by counsel for each jurisdiction we operate in. This template makes no statement about them.]

Governing law and venue: [to be set by counsel].

We may update these terms. Material changes will be notified [method and notice period] before they take effect, and the version and effective date at the top of this page will change.

Questions about these terms: [contact address].