Terms of Use | Reedsy

Definitions

In these Terms of Use when we refer to the capitalised words in bold below, we intend them to have the following meanings:

Applicable Laws

all relevant laws, statutes, rules, regulations, guidelines, directives and codes;

Approved Amendment

has the meaning given in paragraph 5.3.2;

Background IPR

any Intellectual Property Rights of a Service Provider or any other third party existing prior to the formation of a Service Contract;

Writing app

our book editor production tool that enables Clients to upload, write, edit, format, store, download and develop and share for collaboration, literary content;

Cancelation Fees

the cancelation fee of: (a) 20% of the Service Fee, payable to the Service Provider (Service Provider Cancelation Fee); and (b) 10% of the Service Provider Cancelation Fee, due to Reedsy;

Client Account Content

any information uploaded by a Client to their Reedsy account;

Client Feedback

has the meaning given in paragraph 5.10.1;

Client Materials

any Client documents, designs, briefs, drafts, work, samples of work or any other materials provided by Clients to Service Providers via Reedsy in connection with a Request or in connection with a Service Contract;

Clients

any authors or publishers registered with Reedsy for the purposes of seeking the Services of Service Providers for Projects;

Confidential Information

any information (however recorded or communicated) disclosed between Clients and Service Providers over the Reedsy platform that would be regarded as confidential by a reasonable person, including without limitation (a) the terms of any Service Contract; (b) Client Materials; (c) Contributions; and (d) personal data as defined by data protection legislation (including the General Data Protection Regulation).

Data compliance

Each party acknowledges that it must comply with data protection legislation (including the General Data Protection Regulation) when handling personal data.

Contributions

all products, deliverables and materials (including preparatory work, earlier edits, designs, versions and drafts) of the Services performed under a Service Contract by a Service Provider;

Decision

has the meaning given in paragraph 8.3.3;

Intellectual Property Rights

any patents, registered and unregistered trade-marks and service marks, domain names, registered designs and design rights, copyright (including such rights in computer software and databases), database rights and moral rights (in each case for the full period thereof and extensions, revivals and renewals thereof), applications for the foregoing and the right to apply for any of the foregoing anywhere in the world and all similar rights anywhere in the world including those subsisting in inventions, designs, drawings and computer programs;

Introduction Fee

means £4,000 or 20% of the Service Fee, whichever is the greater;

Mandatory Terms

the mandatory terms applicable to Service Contracts between Clients and Service Providers as set out in paragraph 5.4;

Offer

has the meaning given in paragraph 5.2.2;

Prohibited Conduct

has the meaning given in paragraph 7.1;

Project

a particular publishing-related project or set of tasks for which a Client requires the Services of a Service Provider;

Reedsy Client Commission

10% of the Service Fee payable by the Client to Reedsy which shall be inclusive of VAT;

Reedsy Commission

the Reedsy Client Commission and the Reedsy Service Provider Commission;

Reedsy Content

all data, software, informational text, images, graphics, audio, video, design of and ‘look and feel’ of Reedsy, material, information, logos and marks and all other content made available by us on Reedsy including all derivatives thereof;

Reedsy Service Provider Commission

10% of the Service Fee payable by the Service Provider to Reedsy which shall be exclusive of VAT;

Request

has the meaning given in paragraph 5.2.1;

Service Contract

the contract between a Client and Service Provider pursuant to which Services are provided by a Service Provider to a Client in respect of a Project for a Service Fee;

Service Fee

the fee for Services relating to a Project as agreed between Clients and Service Providers in a Service Contract;

Service Provider

a provider of Services registered with Reedsy for the purposes of providing Services to Clients;

Service Provider Account Content

has the meaning given in paragraph 4.6.2;

Service Provider Feedback

has the meaning given in paragraph 5.10.2;

Services

publishing-related services available on Reedsy, including book editing, book design, website design, marketing, publicity, ghostwriting, translation, voice over and/or any other publishing related services that we may make available on Reedsy from time to time;

Special Terms

any additional terms that apply to a Service Contract following the process as described in paragraph 5.2;

Stripe Fees

means any fees applicable to the payment services of payment platform Stripe Payments Europe Ltd from time to time; and

User Content

any and all content uploaded to Reedsy by users including but not limited to any Client Account Content, Service Provider Account Content, Client Materials, Contributions, Client Feedback and Service Provider Feedback.

About us

We are a company registered in England under company number 08841985.

You can contact us either via the “Help” button on the site, or as follows:

FAO: Reedsy Limited

Address: Reedsy Limited at Seedcamp, 4-5 Bonhill Street, London, EC2A 4BX

Email: service@reedsy.com

About Reedsy and these Terms of Use

Reedsy is an online platform designed to connect Service Providers that offer Services, with Clients seeking Services for Projects. Reedsy facilitates Service Contracts between Clients and Service Providers but as a platform provider we are not party to those Service Contracts.

You may access Reedsy and certain Reedsy Content as an unregistered user but will need to register with a Client account or a Service Provider account to make full use of all Reedsy functionality.

Reedsy enables Clients to:

create accounts to browse Reedsy’s catalogue of Service Providers and their accounts;

message and communicate with Service Providers and enquire about their Services for Projects;

share files, create and share to-do lists and calendars;

enter into a Service Contract with Service Providers;

leave reviews and ratings of Service Providers;

manage payments to Service Providers for Services performed pursuant to a Service Contract; and

upload, write, edit, format, store, download and develop and share for collaboration with Service Providers, literary content using our writing app.

Reedsy enables Service Providers to:

create profiles to advertise and promote Services to Clients;

message and communicate with Clients about the provision of Services in relation to Projects;

enter into a Service Contract with Clients;

collaborate with Clients on Projects pursuant to a Service Contract including using Reedsy’s collaborative and project management tools such as to-do lists, calendars and our writing app; and

receive payment from Clients for Services performed pursuant to Service Contracts.

Some terms in these Terms of Use only apply to Clients and some only to Service Providers. If the paragraph or term does not state that it is applicable only to a category of user, then the terms are intended to apply to both Clients and Service Providers.

Registration

To register with Reedsy you must:

if registering as an individual, be 18 (eighteen) years of age or otherwise capable of entering into legally binding contracts;

if registering on behalf of a legal entity, have the requisite authority to enter into these Terms of Use on behalf of the entity and ensuring performance of these Terms of Use; and

ensure that the information you provide is complete, accurate and kept up to date.

You may also register with us by using certain third party social media accounts as prompted during our registration process. By registering for a Reedsy account with a third party social media account, you:

warrant that you have the right to do so pursuant to the terms and conditions of such social media account; and

acknowledge and accept that we may access and collect certain information from such social media account, such as your contact information.

We reserve the right to validate the account information supplied at any time.

Your Reedsy account is personal to you and Services should only be sought, offered and provided under your account by you. Although you may register for both a Client account and a Service Provider account, you are only permitted to register for one account as a Client and one account as a Service Provider.

Once registered, it is your responsibility to keep your password and any other security information confidential. We will be entitled to assume that any person that logs into or uses your account is either you or has your consent. You must notify us immediately if you know or suspect that anyone other than you has had access to or knows your password at service@reedsy.com.

Registration terms applicable only to Service Providers

We review Service Provider registration applications to try to ensure that Services offered on Reedsy are of the highest quality. We only approve Service Provider applications that meet our minimum eligibility criteria (as updated from time to time at our sole discretion) available here.

When registering as a Service Provider, you will be prompted to provide details about yourself and your relevant experience, including but not limited to

a description of the specialist Services you offer;

a portfolio of previous books or projects that you have worked on or other work experience you have completed, that match Services you offer;

any testimonials or reviews of your work; and

any other information likely to encourage Clients to engage you which may include text, reviews, images, audio recordings, videos or links to third party websites;

(together the Service Provider Account Content).

We will activate Service Provider accounts or reject Service Provider applications in our sole discretion and based on our review of the Service Provider Account Content.

If we approve your Service Provider account, your Service Provider Account Content will be made publicly visible on your account profile and searchable via Reedsy.

Requests, Offers and Service Contracts

Reedsy is a platform that connects Clients and Service Providers and facilitates the conclusion of Service Contracts between them. When Clients engage the Services of a Service Provider for a Project, a binding contract for Services (known as the Service Contract) is formed between the Client and the Service Provider. We explain this process below. Reedsy is not a party to the Service Contract.

Requests, Offers and formation of Service Contracts

Clients wishing to contact Service Providers to request a quote for Services required for a particular Project must do so via the Service Provider’s profile page on Reedsy (a Request). Clients must populate Requests with the information prompted by the interface.

Service Providers will respond to Requests with the proposed terms of their offer for Services relating to the Project by selecting “Make an Offer” (an Offer). Offers must include as a minimum:

the Service Fee applicable to the Project;

suggested Project start and completion dates;

any applicable Project milestones;

the Service Fee payment schedule; and

whether any additional special terms apply, acknowledging that special terms may apply to the provision of certain Services as notified by Reedsy via the Offer interface.

All Offers are subject to the Mandatory Terms.

If Clients are happy with the Offer terms and Mandatory Terms, they can accept the Offer by selecting “Accept Offer”, at which point a binding Service Contract is formed between the Client and Service Provider on the basis of the terms set out in the approved Offer, together with the Mandatory Terms. In the event of any conflict between the terms set out in an approved Offer and the Mandatory Terms, the Mandatory Terms will prevail.

Before an Offer is approved, Clients and Service Providers can discuss the terms by selecting the “Discuss this Offer” messaging function and may formally amend the terms of Requests and Offers by selecting “Edit Offer” on the existing offer page.

Clients can decline Offers by selecting “Decline Offer”.

A Service Contract shall automatically expire upon completion of the Services, payment of the final instalment of the Service Fee and completion of feedback in accordance with paragraph 5.10 of the Terms of Use.

Clients warrant, represent and undertake to Reedsy that:

the information provided in a Request is true, accurate and complete;

when submitting a Request, the Client has a good faith intention to engage a Service Provider for Services;

the Client will respond promptly to communications from Service Providers to enable Service Providers to prepare an Offer; and

the Client will conduct all written correspondence with Service Providers strictly on Reedsy.

Service Providers warrant, represent and undertake to Reedsy that:

they will respond promptly to Requests (and where possible within two business days), either with an Offer or decline to the Request or with a message acknowledging the Request and/or asking for further information in connection with the Request;

the Offer shall contain sufficient detail of the proposed scope of Services to be provided under the Service Contract as prompted by the Offer function;

the information provided in the Offer is true, accurate and complete;

the Service Fee quoted is reasonable and proportionate for the Services proposed;

the Service Provider has the requisite skills, expertise, capacity and resources to perform the Services in accordance with the Offer;

the Service Provider will conduct all correspondence with the Client on Reedsy; and

the Service Provider will respond promptly to communications from the Client for additional information needed for the Client to assess the Offer.

Amendments to Service Contracts

Clients wishing to amend the terms of their Service Contracts should contact Service Providers to mutually agree on the terms of an amendment.

Service Providers may seek to amend the terms of their Service Contracts, including the scope of Services or the Service Fee by selecting “Amend this Offer” but these amendments will not be binding, nor form part of the Service Contract, until the Client formally accepts the amendment by selecting “Accept changes” (Approved Amendments). The Client can also select “Decline changes” to reject the amendment, as applicable.

Mandatory Terms of a Service Contract

As a condition of using Reedsy to enter into Service Contracts, Clients and Service Providers acknowledge, accept and undertake that the following Mandatory Terms shall apply between them and shall form part of and be incorporated into the terms of their Service Contracts:

Mandatory Terms

Choose a jurisdiction:

United Kingdom United States Canada

Any capitalised but undefined terms used in these Mandatory Terms shall have the meanings given in the Reedsy Terms of Use.

These terms, shall apply between Client and Service Provider and shall, together with any applicable Special Terms, form part of and be incorporated into the terms of our Service Contract. Reference in these terms to Service Contract, includes reference to these Mandatory Terms.

Client engages Service Provider to perform the Services in accordance with the terms and timetables agreed in the Service Contract and agrees to pay the Service Fee and the Reedsy Client Commission, in accordance with the Service Contract.

Service Provider represents and warrants to the Client that it has the necessary skills, experience, professionalism and resources to perform the Services and shall perform the Services in accordance with the terms and specifications set out in the Service Contract.

Client grants to the Service Provider a limited, non-exclusive, revocable (at any time and at the Client’s discretion) licence to use the Client Materials as is necessary to enable the Service Provider to perform its obligations under the Service Contract.

Client warrants to the Service Provider that the Service Provider’s use of the Client Materials in accordance with paragraph 3 of these Mandatory Terms shall not infringe any third party Intellectual Property Rights or any other rights of any third party.

Unless permitted under the terms of this clause, the Service Provider must perform all services personally and is not permitted to sub-contract or outsource any of its services to a third party. For these purposes, sub-contracting or outsourcing means that the work is carried out by a person other than the individual named on the Service Provider’s Reedsy profile page. Sub-contracting or outsourcing is permitted only where each of the following requirements are satisfied:

the sub-contracting or outsourcing is specified in the table set out below; and

the sub-contracting or outsourcing has been disclosed to the Client and agreed by the Client in advance; and

all services which are sub-contracted or outsourced and the payment for those services are carried out through the Reedsy Platform; and

where subcontracting or outsourcing is permitted (under the terms of clauses 5.4.1.5.a to 5.4.1.5.c above), this permission shall apply only to the primary service offered by the Service Provider on the Reedsy Platform. The Service Provider may not subcontract other unrelated publishing services. For example, editors may not offer design services which are subcontracted to a designer.

Editing	No subcontracting or outsourcing allowed.
Design	Allowed to subcontract or work with a team of designers, illustrators or typographers.
Publicists	Allowed to subcontract or work with a team of publicists.
Marketing	Allowed to subcontract or work with a team of marketers. May not offer, subcontract nor outsource cover design, website design, or publicity work.
Translators	May subcontract the editing of the translation to another translator or local language editor. May not subcontract or outsource the translation work itself.
Ghostwriters	No subcontracting or outsourcing allowed. May not offer, subcontract nor outsource the editing, proofreading, or any additional work on the ghostwritten manuscript.
Web developers	No subcontracting or outsourcing allowed.

Please note that Reedsy is not able to offer Project Protection (described in section 8) on subcontracted services.

Service Provider undertakes, represents and warrants that:

it will perform all services personally and will not sub-contract any of its obligations or Services under the Service Contract to any third party unless otherwise agreed by the Client;

subject to paragraph 7 of these Mandatory Terms, the Contributions are original work and have not been copied wholly or substantially from any other work or source;

the Client’s use and exploitation of the Contribution assigned under this Service Contract will not infringe the Intellectual Property Rights or other rights of any third party.

In consideration of payment of the Service Fee the Service Provider hereby:

assigns to the Client, absolutely with full title guarantee, by way of present and future assignment, all Intellectual Property Rights in and to the Contributions throughout the world (including for the avoidance of doubt, digital rights) in full perpetuity of such Intellectual Property Rights; and

irrevocably and unconditionally waives in favour of the Client, any and all moral rights in the Contributions conferred by the Copyright Designs and Patents Act 1998 and/or under any other applicable laws and agrees not to support, maintain or permit any claim for infringement of any moral rights.

Service Provider shall only be permitted to incorporate or use Background IPR in the Contributions if the Service Provider:

seeks Client’s prior approval in the Service Contract; and

procures at its own expense for the benefit of the Client an exclusive, perpetual, irrevocable, unlimited, worldwide, unconditional licence to use and exploit the Background IPR in the Contributions in any manner or such other licence as the Client approves in its sole discretion.

Notwithstanding paragraph 6(b) of these Mandatory Terms, Service Provider acknowledges and accepts that, unless otherwise agreed in the terms of an approved Offer or in an Approved Amendment, the Client shall have the right, but not the obligation to reference the Service Provider as the author/designer/editor/ghost writer/translator/indexer (as applicable) of the Contributions in any publication of any works using or incorporating the Contributions.

In the event that any Intellectual Property Rights in the Contributions cannot be assigned to the Client, Service Provider grants to the Client an exclusive, perpetual, irrevocable, unlimited, worldwide, unconditional licence to use and exploit the Contributions in any manner now and shall, at its own expense, provide all reasonable assistance necessary to perfect such licence.

Each party represents warrants and undertakes to the other that it shall comply with the Reedsy Terms of Use.

Each party agrees to keep the other party’s Confidential Information secret and confidential and not disclose (or permit it to be disclosed) to any third party unless specifically permitted under the Service Contract and use all reasonable endeavours to protect the security of and prevent the disclosure and unauthorised use of the Confidential Information of the other party and exercise at least the same degree of care that it would take to protect its own Confidential Information.

Upon completion of the Service Contract, unless otherwise agreed between the parties in the terms of an approved Offer or Approved Amendment, the Service Provider shall have the right to make reference to the Services completed for the Client under the Service Contract on its Service Provider account. For the avoidance of doubt, the Service Provider shall not be entitled to reference any Confidential Information (including without limitation details of the Service Fee, Client Materials or the Contributions).

The parties acknowledge and agree that when engaging under a Service Contract they do so independently in the course of their own business.

In the event that the Client cancels the Service Contract outside the free cancelation periods specified below, the Client shall be liable to pay the Cancelation Fees.

Duration of Project	Free cancelation period
Less than 1 week	Up until 1 week prior to commencement of the Project
1 to 6 weeks	Up until 2 weeks prior to commencement of the Project
6 weeks or more	Up until 3 weeks prior to commencement of the Project

Once a Project has started, the accepted payment schedule applies.

In the event of any dispute, controversy or complaint arising between the parties in connection with an alleged breach of this Service Contract (including cancelation of the Service Contract outside the free cancelation period) (Complaint), the parties agree to refer the Complaint to Reedsy for determination and resolution under Reedsy’s Project Protection Process via the Report section of their collaboration, the “Help” button or any other complaint reporting interface made available on Reedsy from time to time (Complaint Report).

The parties hereby undertake to be bound by any decision made by Reedsy in connection with a Complaint Report (Decision) to comply with any instructions or set out in such Decision, including without limitation the ordering of a refund of all or part of any Service Fees paid under the Service Contract. For the avoidance of doubt, Reedsy Fees are non-refundable unless otherwise agreed by Reedsy in its sole discretion.

No party may commence court proceedings under paragraph 22 of these Mandatory Terms in relation to a Complaint until 21 days from the date a Complaint Report is made, provided that the right to issue proceedings is not prejudiced by a delay.

The Service Contract is not intended for the benefit of and will not be exercisable by, any person who is not a party to them, save that Reedsy Limited may enforce the Mandatory Terms as a term of the Reedsy Terms of Use.

The Mandatory Terms and, where applicable, Special Terms may not be varied or amended by either party. No other variation or amendment of the Service Contract shall be valid or binding unless agreed in an Approved Amendment.

In the event of any conflict, the Special Terms shall take precedence, followed by the Mandatory Terms, followed by any other terms of the Service Contract. Special Terms cannot replace or update Clauses 1, 2 and 16.

The Service Contract sets out the entire agreement and full extent of the Client and Service Provider obligations and liabilities to one another.

This Service Contract shall be governed by and construed in accordance with English Law and the parties consent to the exclusive jurisdiction of the English Courts.

Service Contract conduct

Clients and Service Providers must conduct all Service Contract communications, manage their Service Contract relationships and make all payments of any Service Fee via Reedsy.

Clients undertake to:

provide Service Providers with any Client Materials or other information, resources and assistance reasonably necessary to enable Service Providers to deliver the Services in accordance with the Service Contract;

respond to communications and requests for information from Service Providers as soon as reasonably practicable and in any event, unless otherwise agreed with the Service Provider, within 72 hours from such request; and

use reasonable efforts to notify Service Providers as soon as reasonably practicable of any possible circumstances which might prevent or delay fulfilment of these obligations.

Service Providers undertake to:

provide Clients with reasonable updates as to the progress of the Services performed under the Service Contract;

respond to communications and requests for information from Clients as soon as reasonably practicable and in any event, unless otherwise agreed with the Clients, within 72 hours from such request; and

notify the Clients as soon as reasonably practical of any possible circumstances which might hinder or delay the performance of the Services in accordance with the Service Contract, including any delays to the timetable.

Feedback

Following the completion of a Service Contract:

Service Providers shall provide honest, objective and constructive feedback about their experiences working with the Client (Client Feedback) for the purposes of our monitoring compliance with these Terms of Use; and

Clients shall provide honest, objective and constructive feedback about the Services completed by the Service Provider which shall automatically be made publicly visible on the Service Provider’s account (Service Provider Feedback) and shall be used by Reedsy for the purposes of monitoring compliance with these Terms of Use.

For the avoidance of doubt, we reserve the right to delete or remove any Service Provider Feedback in our sole discretion.

the sub-contracting or outsourcing is specified in the table set out below; and

the sub-contracting or outsourcing has been disclosed to the Client and agreed by the Client in advance; and

all services which are sub-contracted or outsourced and the payment for those services are carried out through the Reedsy Platform; and

Editing	No subcontracting or outsourcing allowed.
Design	Allowed to subcontract or work with a team of designers, illustrators or typographers.
Publicists	Allowed to subcontract or work with a team of publicists.
Marketing	Allowed to subcontract or work with a team of marketers. May not offer, subcontract nor outsource cover design, website design, or publicity work.
Translators	May subcontract the editing of the translation to another translator or local language editor. May not subcontract or outsource the translation work itself.
Ghostwriters	No subcontracting or outsourcing allowed. May not offer, subcontract nor outsource the editing, proofreading, or any additional work on the ghostwritten manuscript.
Web developers	No subcontracting or outsourcing allowed.

Please note that Reedsy is not able to offer Project Protection (described in section 8) on subcontracted services.

Service Provider undertakes, represents and warrants that:

it will perform all services personally and will not sub-contract any of its obligations or Services under the Service Contract to any third party unless otherwise agreed by the Client;

subject to paragraph 7 of these Mandatory Terms, the Contributions are original work as per 17 U.S.C. § 102 (the “Copyright Statute”) and have not been copied wholly or substantially from any other work or source;

the Client’s use and exploitation of the Contribution assigned under this Service Contract will not infringe the Intellectual Property Rights or other rights of any third party.

In consideration of payment of the Service Fee the Service Provider hereby:

Service Provider shall only be permitted to incorporate or use Background intellectual property rights (hereinafter “IPR") in the Contributions if the Service Provider:

seeks Client’s prior approval in the Service Contract; and

Each party represents warrants and undertakes to the other that it shall comply with the Reedsy Terms of Use.

The parties acknowledge and agree that when engaging under a Service Contract they do so independently in the course of their own business.

In the event that the Client cancels the Service Contract outside the free cancelation periods specified below, the Client shall be liable to pay the Cancelation Fees.

Duration of Project	Free cancelation period
Less than 1 week	Up until 1 week prior to commencement of the Project
1 to 6 weeks	Up until 2 weeks prior to commencement of the Project
6 weeks or more	Up until 3 weeks prior to commencement of the Project

Once a Project has started, the accepted payment schedule applies.

The Service Contract sets out the entire agreement and full extent of the Client and Service Provider obligations and liabilities to one another.

This Service Contract shall be governed by and construed in accordance with English Law and the parties consent to the exclusive jurisdiction of the English Courts and waiver any venue or other objection against the jurisdiction of the English Courts in respect of any claim made in relation to this Service Contract wherein Reedsy is named as a party.

Subject to paragraph 22 above, to the extent that the Client and Service Provider are domiciled in the US. This Service Contract shall be governed by and construed in accordance with New York Law and the parties consent to jurisdiction of New York Courts.

Service Contract conduct

Clients and Service Providers must conduct all Service Contract communications, manage their Service Contract relationships and make all payments of any Service Fee via Reedsy.

Clients undertake to:

use reasonable efforts to notify Service Providers as soon as reasonably practicable of any possible circumstances which might prevent or delay fulfilment of these obligations.

Service Providers undertake to:

provide Clients with reasonable updates as to the progress of the Services performed under the Service Contract;

Feedback

Following the completion of a Service Contract:

For the avoidance of doubt, we reserve the right to delete or remove any Service Provider Feedback in our sole discretion.

Service Provider represents and warrants to the Client that it has the necessary skills, expertise, capacity and resources to perform the Services and shall perform the Services in accordance with the terms and specifications set out in the Service Contract.

Client warrants to the Service Provider that the Service Provider’s use of the Client Materials in accordance with paragraph 3 of these Mandatory Terms shall not infringe or otherwise violate any third party Intellectual Property Rights or any other rights of any third party.

the sub-contracting or outsourcing is specified in the table set out below; and

the sub-contracting or outsourcing has been disclosed to the Client and agreed by the Client in advance; and

all services which are sub-contracted or outsourced and the payment for those services are carried out through the Reedsy Platform; and

Editing	No subcontracting or outsourcing allowed.
Design	Allowed to subcontract or work with a team of designers, illustrators or typographers.
Publicists	Allowed to subcontract or work with a team of publicists.
Marketing	Allowed to subcontract or work with a team of marketers. May not offer, subcontract nor outsource cover design, website design, or publicity work.
Translators	May subcontract the editing of the translation to another translator or local language editor. May not subcontract or outsource the translation work itself.
Ghostwriters	No subcontracting or outsourcing allowed. May not offer, subcontract nor outsource the editing, proofreading, or any additional work on the ghostwritten manuscript.
Web developers	No subcontracting or outsourcing allowed.

Please note that Reedsy is not able to offer Project Protection (described in section 8) on subcontracted services.

Service Provider undertakes, represents and warrants that:

it will perform all services personally and will not sub-contract any of its obligations or Services under the Service Contract to any third party unless otherwise agreed by the Client;

subject to paragraph 7 of these Mandatory Terms, the Contributions are original work and have not been copied wholly or substantially from any other work or source;

the Client’s use and exploitation of the Contribution Intellectual Property Rights associated with the Contributions and assigned under this Service Contract pursuant to paragraph 6 of these Mandatory Terms will not infringe or otherwise violate the Intellectual Property Rights or other rights of any third party.

In consideration of payment of the Service Fee the Service Provider hereby:

irrevocably and unconditionally waives in favour of the Client, any and all moral rights in the Contributions conferred by the Copyright Designs and Patents Act 1998, the Copyright Act (Canada) and/or under any other applicable laws and agrees not to support, maintain or permit any claim for infringement of any moral rights.

Service Provider shall only be permitted to incorporate or use Background IPR in the Contributions if the Service Provider:

seeks Client’s prior approval in the Service Contract; and

procures at its own expense for the benefit of the Client an exclusive, perpetual, irrevocable, unlimited, worldwide, unconditional licence to use and exploit such Intellectual Property Rights in the Contributions in any manner or such other licence as the Client approves in its sole discretion.

in the event that any Intellectual Property Rights in the Contributions cannot be assigned to the Client, Service Provider grants to the Client an exclusive, perpetual, irrevocable, unlimited, worldwide, unconditional licence to use and exploit the Contributions in any manner now and shall, at its own expense, provide all reasonable assistance necessary to perfect such licence.

Each party represents warrants and undertakes to the other that it shall comply with the Reedsy Terms of Use.

The parties acknowledge and agree that when engaging under a Service Contract they do so independently in the course of their own business.

In the event that the Client cancels the Service Contract outside the free cancelation periods specified below, the Client shall be liable to pay the Cancelation Fees.

Duration of Project	Free cancelation period
Less than 1 week	Up until 1 week prior to commencement of the Project
1 to 6 weeks	Up until 2 weeks prior to commencement of the Project
6 weeks or more	Up until 3 weeks prior to commencement of the Project

Once a Project has started, the accepted payment schedule applies.

The parties hereby undertake to be bound by any decision made by Reedsy in connection with a Complaint Report (Decision) and to comply with any instructions or set out in such Decision, including without limitation the ordering of a refund of all or part of any Service Fees paid under the Service Contract. For the avoidance of doubt, Reedsy Fees are non-refundable unless otherwise agreed by Reedsy in its sole discretion.

The Service Contract sets out the entire agreement and full extent of the Client and Service Provider obligations and liabilities to one another.

This Service Contract shall be governed by and construed in accordance with English Law and the parties consent to the exclusive jurisdiction of the English Courts in respect of any claim made in relation to this Service Contract wherein Reedsy is named as a party.

Subject to paragraph 22 above, to the extent that the Client and Service Provider are domiciled in Canada, this Service Contract shall be governed and construed in accordance with the law of Ontario and the parties consent to the jurisdiction of the Ontario courts.

Service Contract conduct

Clients and Service Providers must conduct all Service Contract communications, manage their Service Contract relationships and make all payments of any Service Fee via Reedsy.

Clients undertake to:

use reasonable efforts to notify Service Providers as soon as reasonably practicable of any possible circumstances which might prevent or delay fulfilment of these obligations.

Service Providers undertake to:

provide Clients with reasonable updates as to the progress of the Services performed under the Service Contract;

Feedback

Following the completion of a Service Contract:

For the avoidance of doubt, we reserve the right to delete or remove any Service Provider Feedback in our sole discretion.

Service Fees, Reedsy Commission and Means of Payment

All Service Fees and Reedsy Commissions shall be administered using the Stripe payment application (Stripe) accessible via Reedsy. Service Providers must register an account with Stripe in order to receive Service Fee instalments.

Stripe is operated by third party payment service provider Stripe Payments Europe, Ltd. (www.stripe.com). Stripe administers Service Fees and Reedsy Commissions on behalf of Clients, Service Providers and Reedsy, in accordance with the Stripe terms of service.

Clients shall use Stripe to pay:

the Service Fee; plus

The Reedsy Client Commission;

in accordance with the instalments and timetables set out in the Service Contract. (For demonstration purposes, if the agreed Service Fee is £1,000, the Reedsy Client Commission will be £100 and the Client shall be liable to pay a total of £1,100. If the Service Contract specifies that the Service Fee shall be paid in two equal instalments, the Client shall pay each instalment as follows: £500 of the Service Fee plus £50 of the Reedsy Client Commission).

Client acknowledges and agrees that Stripe shall automatically take payment from the Client of the applicable installation of the Service Fee and Reedsy Client Commission on the dates and in the instalments as set out in the Service Contract. If a payment is not made by the Client in accordance with the Service Contract amounts and dates, Stripe will continue to attempt to take payment of the instalment from the Client until the payment is made.

For the avoidance of doubt, failure to pay the Service Fee or Reedsy Client Commission or repeated failure to make payments in accordance with the Service Contract timetables shall constitute a material breach of these Terms of Use and may result in the suspension or termination of the Client’s account and legal procedures.

The currency applicable to the Service Fee shall be the currency determined by the Service Provider. To the extent any conversion rate applies, this shall be determined by Stripe, applied at the time of payment of each Service Fee instalment and borne by the Client.

Upon payment by the Client of the Service Fee and Reedsy Client Commission via Stripe, Stripe shall administer the payments, on behalf of Clients and Service Providers, as follows:

the Reedsy Client Commission and the Reedsy Service Provider Commission shall be paid to us; and

the Service Fee less the Reedsy Service Provider Commission and the Stripe Fees shall be paid to the Service Provider.

The Service Fee, Reedsy Client Commission shall be all inclusive of VAT and Reedsy Service Provider Commission shall all be exclusive of VAT.

Please note that we shall only be responsible for producing VAT invoices in respect of the Reedsy Client Commission and Reedsy Service Provider Commission. Service Providers and Clients are responsible for calculating and accounting for any VAT which may be applicable to their Service Contract.

Prohibited Conduct and Introduction Fees

Clients and Service Providers are prohibited from soliciting or engaging the services or business of other Clients or Service Providers or making, receiving or inviting payments for Services other than over the Reedsy platform (Prohibited Conduct).

Any Client or Service Provider found to be engaging in Prohibited Conduct may have their account suspended or terminated in our sole discretion.

Any Client or Service Provider engaging in Prohibited Conduct shall be liable to pay us the Introduction Fee.

Notwithstanding the paragraph 7.1 prohibition against Prohibited Conduct, Clients and Service Providers may engage in Prohibited Conduct without risk of account suspension or termination by seeking our consent via the “Help” button and paying us the Introduction Fee.

Reedsy Project Protection

Clients and Service Providers can refer any alleged breach of a Service Contract (including cancelation outside the Free cancelation Period set out in the Mandatory Terms) (Complaint) to Reedsy for review and determination in good faith via the Report section of their collaboration, or the “Help” button or by emailing service@reedsy.com (a Complaint Report).

Complaint Reports must:

contain:

a summary of the Complaint and Project for review;

any applicable supporting documentation or messages sent via Reedsy for review. For the avoidance of doubt, we cannot consider or review documents or material not sent via Reedsy; and

be made within 7 days of the applicable incident.

Following receipt of all requested information relating to a Complaint Report, we will, within 21 days:

acknowledge receipt of the Complaint Report and confirm if it is a matter appropriate for Project Protection;

if we do so confirm, assign a member of the Reedsy support team we determine has an appropriate level of expertise and impartiality to both the Client and Service Provider, to review the Complaint Report (and where appropriate the quality of the Services) and act in good faith to determine whether the Services or conduct of either party has breached the terms of the Service Contract; and

issue a decision (Decision) in our sole discretion as to whether:

any percentage of the Service Fee must be:

refunded to the Client from amounts already paid; or

deducted from the remaining instalments of the Service Fee still to pay; and/or

either the Client or Service Provider Reedsy account should be suspended or terminated for breaching the Terms of Use.

For the avoidance of doubt, Reedsy Commissions are non-refundable and shall be excluded from any refunds determined in a Decision unless otherwise agreed by us in our sole discretion.

Service Providers acknowledge and accept that, if a Complaint Report is made to Reedsy about a Service Contract to which they are party, any pending Service Fee instalment made by a Client under the Service Contract may be withheld from the Service Provider until the earlier of (a) 7 days from the Complaint Report; or (b) a Decision being reached.

Reedsy Decisions are final, non-reversible and must be complied with within the time frame set out in the Decision. Reedsy shall not be liable to either party for Decisions made pursuant to these Terms of Use.

In the event that Reedsy makes a Decision in relation to a Complaint Report which requires the Client to make a payment to the Service Provider of any part of the Service Fee, and the Client subsequently fails to pay that amount within 2 months of the date of the Decision being given, Reedsy shall provide the Service Provider with ‘Reedsy Credit’ in the amount of the unpaid Service Fee (limited to a maximum of 500 USD in Reedsy Credit). Reedsy Credit can be used by the Service Provider to be set-off against any Reedsy Service Provider Commission which is charged to that Service Provider at any time thereafter (indefinitely).

Our writing app

In this section, "Your Content" refers to any text, files, designs, images, photos, video, sounds, or other content which you (or others authorised by you) may upload, contribute to or create within our writing app. “Your Collaborators” means any third party you allow to access Your Content through our writing app, by sharing a link with such person or by giving access to professionals you hire from our marketplace.

You may use our writing app to upload, edit and publish Your Content on Reedsy or to create your book and send it to third party publishers and book distributors. You will also be able to download Your Content into a Word document. Current features of our writing app include collaborative editing, version control, writing goal tracking, formatting and typesetting. However, we may add to or change these features from time to time.

Use of our writing app is free of charge.

You represent and warrant that:

you own or have all necessary rights to Your Content for the purposes of using our writing app in accordance with these terms and to grant to us the licenses set out in this section; and

Your Content does not infringe the intellectual property rights (including privacy rights, publicity rights and copyrights) or other rights of any person or entity.

In order to allow us to provide our writing app, you agree to grant to Reedsy a non-exclusive, worldwide, royalty-free license to reproduce and display Your Content on our website for your own personal use and those with whom you choose to share Your Content. You agree that we may store and maintain electronic files of Your Content (until you delete, or inform us of your wish to delete, such content). You also agree to allow us to provide access to Your Content to Your Collaborators.

Our writing app allows you to publish Your Content as e-books or hard copy books by either: (i) downloading a PDF or EPUB file which you can then publish yourself through platforms such as Amazon KDP and others, or (ii) you can choose to make some parts or your entire book available to read on Reedsy with a unique URL. Please note that although Reedsy reasonably believe our formatting will be suitable for publishing through distributors such as Amazon, we are not responsible or liable should any files not be accepted for any reason.

If you choose to publish Your Content, you agree:

Reedsy shall not be considered as the publisher of Your Content and you will not state or otherwise suggest that Reedsy is the publisher of your book, or other content;

you will represent and warrant that you are the publisher of your book, or other content and that you bear complete responsibility and all liabilities relating to the publication and distribution of Your Content;

you acknowledge that use of any third party platform or service is entirely at your own risk and we shall not be liable for any results of using such third party service;

you will indemnify Reedsy against any claims brought against us by any person or entity in relation to the publishing or distribution of Your Content.

You understand and agree that our writing app contains proprietary tools, functionalities, fonts, images, designs and content which belongs to or is licensed by Reedsy ("Reedsy IP"). Reedsy will retain ownership of all Reedsy IP, and grants you a non-exclusive, revocable, wordwide and royalty-free license to use our writing app and to make use of the Reedsy IP in the editing, production, display and publication of Your Content.

You grant permission to Your Collaborators to view, access, edit and contribute to Your Content and agree to hold harmless and indemnify us against any action taken by Your Collaborators including any breach by them of these terms of use. You further agree to hold harmless and indemnify us against any unauthorised access to Your Content (to the extent such access does not result from a breach by us of these terms).

You agree that Your Content will not include any content which:

is offensive, pornographic, or promotes racism, bigotry, hatred, or physical harm of any kind against any group or individuals;

bullies, harasses, or advocates stalking, bullying, or harassment, of another person;

is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous;

contains any illegal or unauthorised copy of any part of another person’s work that is protected by copyright or other laws;

contains viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software;

violates any applicable law, including, but not limited to laws and regulations governing export control, unfair competition, anti-discrimination, and false advertising;

you agree to hold harmless and to indemnify Reedsy from any claims, losses, liabilities, and expenses arising out of or relating to any breach of this section (including by you or Your Collaborators).

If you are granted permission to view, access or edit any content through our writing app, you agree to be bound by all of the terms set out above in relation to any action you may perform in relation to the posted content.

Whilst Reedsy does not generally monitor Your Content, we reserve the right at any time to review any of Your Content and to delete any of Your Content which may, in our opinion, breach these terms. We also reserve the right to suspend or terminate access to our writing app at any time and for any reason.

You accept that we may from time to time send you push notices and emails with content or services which we believe may be of interest to you. You are able to unsubscribe from receiving such emails in accordance with the terms of our privacy policy (https://reedsy.com/about/privacy).

In order to improve your experience on Reedsy, we may allow Your Content on our writing app to become retrievable or automatically available from other Reedsy products, such as our Marketplace, Prompts and Discovery. We’ll provide more details on the site of how this works when we put this functionality in place.

From time to time, we may introduce new features to our writing app. For example, we may allow you to import Your Content from our writing app to other Reedsy applications, such as the Marketplace which will allow, eg, an editor to see your book and give you a quote, or to Discovery to allow you to import the book for reviewers to download. As these features come on-line, we will provide more details on the site.

Job Board terms

Postings on the Job Board are provided for the purpose of individuals (“Jobseekers”) looking for employment opportunities and for businesses (“Employers”) who are looking to recruit staff. You may use, print and download information from the site for these purposes only. You may not otherwise copy, display, transmit or distribute any material from the Job Board. If you copy or use any information on the site for any other purpose (including any re-publication or commercial exploitation of this information) it shall be deemed a material breach of these terms and conditions which will entitle us to terminate your access to the Job Board immediately. We may also take further legal action against you for breach of copyright and breach of these terms of use.

Employers may post jobs to the Job Board, and Jobseekers may view and respond to posts through the Job Board, free of charge.

Postings may contain hyperlinks to the Employer’s own website and/or third party recruitment platforms. Any agreement entered into between a Jobseeker and an Employer is between the Jobseeker and the Employer only. Reedsy is not party to any such terms, arrangements or contracts.

For the purposes of the Conduct of Employment Agencies and Employment Business Regulations 2003, Reedsy is not an employment business and does not introduce or supply Jobseekers to Employers (or vice versa). We simply act as a venue, which hosts the Job Board for your benefit. This means that we do not:

obtain confirmation of the identity of jobseekers or employers. We don’t confirm that jobseekers have the experience, training, qualifications or authorisation to work in the position to be filled and we don’t check the status of the employers posting jobs. Each side needs to make its own investigation and assessment.

check or take any responsibility for any licenses or legal requirements which may be required by law with regard to any job which is posted on the Job Board.

provide any information about jobseekers to employers or take up any references in relation to a jobseeker;

get involved in any arrangements, agreements or disputes which may arise between jobseekers and employers.

Users (Employers and Jobseekers) will not use the Job Board for any unlawful purpose or any illegal activity, or post or submit any content, CV, or job posting that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind.

Employers will not post any job posting which does not comply with applicable local, national and international laws, including but not limited to laws relating to labour and employment, equal employment opportunity and employment eligibility requirements and data privacy.

Employers will ensure that their user profiles and all job postings will be true, accurate, up-to-date and not misleading. (Jobseekers should note that Reedsy cannot guarantee the accuracy of any such information provided by Employers.)

Jobseekers will ensure that their user profiles and all information provided to prospective Employers will be true, accurate, up-to-date and not misleading. (Employers should note that Reedsy cannot guarantee the accuracy of any such information provided by Jobseekers.)

Reedsy may edit or remove any posting at any time for any reason and suspend or terminate any user account if Reedsy believes that such user may be in breach of any of these Terms, or for any other reason at its discretion.

Users are aware that Reedsy may display publicly available information and profiles on the Jobs Board. Reedsy cannot guarantee the accuracy or up-to-date nature of any publicly available information used for this purpose.

General Availability of Reedsy

We understand that you rely on Reedsy’s services to work. We are committed to making Reedsy a highly-available service that you can count on. However, you acknowledge that it is not possible for us to completely guarantee the provision or availability of services. Our infrastructure runs on systems that are fault tolerant and we cannot guarantee that Reedsy, or any content on it, including any Reedsy Content or User Content, will always be available, uninterrupted, up to date, or otherwise free from errors in case of failures of individual servers or even entire data centers. Note that User Content is stored redundantly at multiple locations in Europe in our hosting provider’s data centers to ensure availability. We have well-tested backup and restoration procedures, which allow recovery from a major disaster.

Access to Reedsy is permitted on a temporary and as-is basis. We may suspend, withdraw, discontinue or change all or any part of Reedsy without notice. We will not be liable to you if for any reason the site is unavailable at any time or for any period.

You are responsible for your access to Reedsy including:

ensuring that all persons who access Reedsy through your internet connection are aware of these Terms of Use and other applicable terms and conditions and that they comply with them; and

that your internet enabled device and telecommunications systems carry the appropriate anti-virus software necessary to minimise the risk of any harmful viruses infecting your internet enabled device. For the avoidance of doubt, Reedsy shall not be responsible for any security issues that you face as a result of connecting to Reedsy via an unsecured network.

Intellectual Property Rights

All Intellectual Property Rights in Reedsy and Reedsy Content are owned and will remain owned, by us or our licensors at all times.

When you upload or post User Content to Reedsy, you grant and you represent and warrant that you have the right to grant, to us a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, worldwide, royalty-free licence to store, display and otherwise use the User Content in accordance with these Terms of Use and otherwise as necessary to facilitate your Service Contract(s) and access to Reedsy, providing (i) that we shall only make use of your User Content to the extent necessary for the reasonable use of the Reedsy Platform and (ii) that we shall not make use of any of your User Content for the purpose of training AI models (or similar).

You are entitled to print and/or download any Reedsy Content (including these Terms of Use) but only for personal use and must not otherwise use or scrape any Reedsy Content other than in connection with your use of Reedsy without obtaining our permission to do so.

General Conduct Expectations on Reedsy

We expect all Reedsy users to adopt a high level of courtesy, respect and professionalism when using Reedsy and engaging with other users.

At all times when using or accessing Reedsy you represent, warrant and undertake that you will:

not breach any Applicable Laws;

not use Reedsy to seek or offer any goods or services other than the Services;

have all necessary rights and/or permissions to post the User Content you upload to Reedsy;

comply with the User Content conditions set out in clause 14;

not solicit or harvest another user’s password or other account information; and

not seek to obtain or use any HTML code embedded in the Reedsy platform except where instructed in any area of your profile on Reedsy;

not reverse engineer, decompile, disassemble or otherwise attempt to obtain Reedsy’s source code;

not misuse Reedsy by knowingly introducing viruses, Trojans, worms, logic bombs, third party or external links or other malicious or harmful material;

not attempt to gain unauthorised access to Reedsy, the server on which Reedsy is stored or any server, computer or database connected to the site;

not attack Reedsy via a denial of service attack or a distributed denial-of-service attack; and

You agree to comply with the terms of your Service Contracts which shall, for the avoidance of doubt, include the Mandatory Terms.

A failure to comply with Reedsy’s conduct expectations set out in paragraph 12.2 above, or any other terms of these Terms of Use, receiving poor Client Feedback, poor Service Provider Feedback, being subject to repeated Complaint Reports, or receiving Decisions against you, all of which we reserve the right to determine in our sole discretion, may result in the:

deletion or removal of your User Content from Reedsy;

suspension or termination of your Client and/or Service Provider account; and/or

suspension or termination of your right to use Reedsy.

Paragraph 12.4 shall be without prejudice to any other rights or remedies which may be available to us.

If your account is terminated for any reason, you will not be entitled to re-register or reapply for another Reedsy account without our permission.

User Content

Where you submit User Content to us, the following rules shall apply.

We are under no obligation to post or publish any User Content which you may submit. You understand that whether or not such User Content is published, we do not guarantee any confidentiality with respect to any User Content.

You shall be solely responsible for your own User Content and the consequences of posting or publishing them.

You represent and warrant that:

you own or have the necessary rights and permissions to use and authorize us to use all copyright, trademark or other proprietary rights in and to any User Content to enable inclusion and use on the platform and/or otherwise in accordance with these Terms of Use; and

whilst, you retain all of your ownership rights in your User Content, by submitting the User Content to us, you hereby grant us, in addition to any other rights which we may have, a worldwide, non-exclusive and transferable license to use, copy, prepare derivative works of, display and broadcast the User Content in connection with the platform and our business, including without limitation to grant access to third parties to view the User Content (and derivative works thereof);

you agree that you will not publish, post, upload, store, distribute or disseminate any User Content that:

infringes the rights (including any Intellectual Property Rights) of any third party that is protected by any third party’s rights of privacy or publicity without having received all necessary consents from such third party;

is or could be reasonably deemed unlawful, fraudulent, defamatory, infringing, obscene, pornographic, harmful, confidential, libelous, hateful, racial or ethnically offensive, threatening or otherwise illegal or offensive or which, when published, posted, uploaded, stored, distributed or disseminated might constitute a criminal or civil offence; or

is false or misleading;

you will not misidentify yourself in submitting the User Content or misstate your true identity.

You acknowledge that, other than as is provided for in these Terms of Use, we do not review User Content and/or any of the other content that is made available on Reedsy.

Please notify us by writing to us at service@reedsy.com if you believe that any User Content available on Reedsy:

infringes your Intellectual Property Rights or other proprietary rights;

is defamatory to you; and/or

is otherwise in breach of these Terms of Use,

Third Party Links and Resources on Reedsy

Reedsy may contain links to other sites and resources. These links are provided for your information only and we make no warranties or representations whatsoever about any third party websites which you may access through Reedsy.

Third party websites are in no way approved, vetted, checked or endorsed by us and you agree that we shall not be responsible or in any way liable for the content, accuracy, compliance with relevant laws or accessibility or any information, data, advice or statements or for the quality of any products or services available on such sites. Links do not necessarily imply that we are or that Reedsy is affiliated to or associated with such third party sites. If you decide to visit any other site, you do so at your own risk. In addition, use of any other site may be subject to your acceptance of additional terms and conditions which we suggest you read carefully before proceeding.

We assume no responsibility for the content of sites linked to on Reedsy. We will not be liable for any loss or damage that may arise from your use of any such third party sites.

Linking to Reedsy

You may link to Reedsy provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation or that of any Client or Service Provider. However, you must not suggest any form of association, approval or endorsement on our part where none exists and you must not establish a link to Reedsy in any site that is not owned by you.

Reedsy must not be framed on any other site.

We reserve the right to withdraw linking permission without notice.

Data Protection

Please refer to our Privacy Policy, for details of how personally identifiable information is collected by us and may be processed or shared with others.

Our Liability

Nothing we say in these Terms of Use is intended to exclude or limit our liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; or

anything else which cannot be excluded by law.

Subject to paragraph 17.1, to the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to Reedsy or any content made available on it (including Reedsy Content, User Content or any other third party content), whether express or implied.

Subject to paragraph 17.1, you agree that we will not be liable for any loss or damage, (whether direct or indirect or arising under contract, tort (including negligence), breach of statutory duty, or otherwise) even if foreseeable, arising under or in connection with any:

use of, availability of or inability to use Reedsy;

use of or reliance on any content displayed on Reedsy (including any Reedsy Content or User Content);

loss of any User Content posted or uploaded to our website;

Services or Service Contracts facilitated by Reedsy; or

Complaint Reports or Decisions.

Subject to paragraph 17.1, Reedsy’s total aggregate liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use, shall be limited to the greater of:

£2,000; and

the sum of any Reedsy Commissions received by Reedsy in respect of Service Contracts to which you were party during the period of 6 (six) months immediately preceding the date of the claim.

Without limiting the effect of paragraph 17.3, due to the inherent risks of using the Internet, we cannot be liable for any damage to, or viruses that may infect, your internet enabled device or any other property when you are using Reedsy. The uploading, posting, downloading or accessing of any content (including User Content), material and/or other information made available by Reedsy is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your device or loss of data that results from the downloading or acquisition of any such content, material and/or information.

You agree to indemnify us against any claims, liabilities, losses, damages, expenses, or legal proceedings arising out of:

your use of Reedsy;

your User Content;

any tax you are accountable for under a Service Contract;

Decisions issued in respect of your Service Contract; or

your failure to comply with these Terms of Use.

You acknowledge and agree that Reedsy is just a platform and that these Terms of Use create no employment, partnership or agency relationship between us and any Service Provider or Client.

All the rest

Any failure or delay by us to enforce any of our rights under these Terms of Use will not be taken as or deemed to be a waiver of that or any other right unless we acknowledge and agree to such a waiver in writing.

These Terms of Use are not intended to be for the benefit of, nor exercisable by, any person who is not a party to these Terms of Use.

If a court deems any part of the terms set out in these Terms of Use to be invalid, illegal or unenforceable, the remainder of the terms will remain unaffected.

We agree to the use of email to deliver any notices pursuant to these Terms of Use. Notices shall be served: (a) by you to us using service@reedsy.com; and (b) by us to you using the email provided during registration. Notices shall be deemed served on the date of transmission.

These Terms of Use and our Privacy Policy set out the full extent of our obligations and liabilities concerning Reedsy and replace any previous agreements and understandings between us and you.

We may assign our rights under these Terms of Use and transfer our obligations under these Terms of Use in our sole discretion by providing notice to you via the email address that you provide to us or by notifying you on the site.

These Terms of Use, its subject matter and its formation (and any non-contractual disputes or claims arising out of or in connection with these Terms of Use), are governed and construed in accordance with English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.