Terms and conditions

Word Monster standard Terms and Conditions

These standard terms and conditions (these “Terms”) form the basis of the supply of all Services by Word Monster Limited (“Word Monster”) to a Client unless the parties have expressly entered into contract for services on terms that have been mutually agreed and negotiated by the Parties with the intention of excluding all other terms and conditions. Definitions used below are set out at clause 14 below.

1. WHEN IS AS CONTRACT FORMED

1.1. A contract is formed when Word Monster returns a Contract Acceptance to Client or acts on Client’s instructions. These Terms apply to all services provided by Word Monster.

1.2. Additional contract terms may be agreed upon by the Parties and outlined in a Contract. If there is a conflict between these Terms and any additional terms, these Terms will prevail unless stated otherwise.

1.3. Apart from clause 1.2, these Terms are the sole conditions of the Contract. Alterations or additional terms are only binding if accepted in writing by both Parties, explicitly stating they replace these Terms.

2. HOW THE SERVICES WILL BE PERFORMED

2.1. Services shall be provided in accordance with (i) the terms specified within the Contract, (ii) the Client’s reasonable, lawful and ethical instructions, (iii) by appropriately qualified and skilled personnel, and (iv) in accordance with all laws, regulations and codes applicable in our industry in the country where the Services are carried out.

2.2. Word Monster will use commercially reasonable endeavours to ensure the continuity of its Personnel. However, Word Monster has the right to substitute any Personnel provided such substitute has equivalent knowledge and expertise. Client is not charged for any handover costs.

2.3. Time for delivery of Services shall not be of the essence in the Contract unless specifically specified in the Contract and there is no right to terminate or seek damages where there is a delay or change to the timescales for reasons beyond our control.

2.4. Errors in the provision of the Services will be rectified without further charge if Client notifies Word Monster of the error within 7 days of receipt, after which date, the Services are deemed accepted. 

2.5. Word Monster may (i) delegate the provision of any of the Services to any Personnel without the prior consent of Client and (ii) subcontract the performance of any of the obligations undertaken by it under the Contract to any third party, provided that Word Monster shall remain liable for the acts or omissions of its Personnel and any third party to whom the Services have been delegated or subcontracted, except where Client insists that Word Monster contracts with a specific third party for the provision of any of the Services, in such circumstances Word Monster shall not be liable for the acts or omissions of such Party. Word Monster may subcontract administrative tasks such as couriers, printers, and translators without the prior consent of Client. 

3. WHAT ARE THE CLIENT’S OBLIGATIONS

3.1. Client agrees to provide all necessary Materials and Access required for Word Monster to deliver the Services. Word Monster reserves the right to refuse any Materials that breach these Terms or are offensive, defamatory, or intended to cause harm. Word Monster is not liable for delays caused by Client’s failure to provide requested Materials.

3.2. When providing Materials, Client warrants that (i) Client has the legal right to use and share them; (ii) they do not infringe any third party rights (including IP Rights) or any laws; (iii) Client is responsible for their accuracy and quality. Word Monster shall not be liable for checking the compliance, accuracy or integrity of any materials or data supplied to the Word Monster by the Client or its agents for the purpose of carrying out the Services unless this is specifically stated to be part of the Services in the Client Order.

3.3. Word Monster may provide strategic advice and recommendations to Client as part of the Services. However, this does not guarantee results, and responsibility for decisions and strategy remain with Client. Reliance on Word Monster’s advice does not absolve Client’s management from their duties to act in the best interests of Client and its stakeholders. Any advice or Work Product are provided ‘as is,’ with no representations or warranties regarding their accuracy, effectiveness of fitness for purpose. Word Monster has no obligation to maintain, update, or correct any advice or Work Product unless expressly agreed in writing. Client remains solely responsible for its decisions, actions, use of the Work Product, and compliance with applicable laws.

3.4. Client must check, review, and approve any Work Product and is responsible for all regulatory code compliance. Word Monster is not liable for any mistakes found after Client’s approval.

3.5. Client will not knowingly require Word Monster to perform any tasks in a manner that would or would be potentially unethical, immoral or would violate any applicable laws. 

4. HOW WE ARE REMUNATED FOR OUR SERVICES 

4.1. The Fees for the Services are as agreed in the Contract. Payment is due thirty days after the date of invoice, unless otherwise agreed by Word Monster in the Contract. 

4.2. Unless expressly agreed otherwise all Fees are subject to annual inflationary increase at the official UK RPI from 1^st January each year and are exclusive of Value Added Tax and payable in Pounds Sterling. A ‘working day’ means 7.5 hours a day (where work is carried out at a day rate) between the hours of 9am and 5pm London GMT. Word Monster may charge higher rates where required to work outside these parameters. 

4.3. Client understands and accepts that any Budget accompanying the Contract is prepared upon the basis of the information supplied by Client at the time of entry into this Contract. However, Word Monster makes no warranty or representation that the Budget will be sufficient to complete the Services and if any of the assumptions contained in the Budget assumptions change or are shown by Word Monster to be inaccurate, Word Monster shall be entitled to recover its reasonable additional costs and expenses by a corresponding increase to its Fees.

4.4. If, as a result of any act or omission by Client or its agents that is not directly and wholly caused by Word Monster (including the provision of any incorrect or inadequate information or data by Client), Word Monster is prevented or delayed from performing any of its obligations under this Agreement or the cost of such performance increases, then (i) the time for performance of Word Monster’s obligations will be extended for a reasonable period; Client shall pay Word Monster at Word Monster’s standard rates for any additional time spent and materials used by it with respect to any delays or extra work caused by such act or omission of Client; and Word Monster may recover all other reasonable costs, loss or damage from Client which it sustains as a direct result of such act or omission.

4.5. In addition to the Fee, Client shall reimburse Word Monster the full amount of any PTCs wholly and exclusively incurred in the provision of the Services. An administration charge may be charged for management of certain costs or expenses where this requires significant management time.

5. HOW TO TERMINATE

5.1. Either Party may upon not less than 30 days prior written notice, addressed to other Party’s registered office, terminate the Contract for any reason without liability except as expressly provided in these Terms. Word Monster shall be entitled to recover all non-cancellable or refundable costs and expenses incurred up to the termination date including without limitation where relevant, all fees for each Word Monster allocated resource as a consequence of such termination during the notice period and all Word Monster’s costs and expenses. 

5.2. Each Party, without prejudice to any other rights it may have, may immediately terminate the Contract by written notice to the other in the event the other Party becomes insolvent, is liquidated or is put into receivership, or in the event of a material breach of Contract (which includes late payment), but where such breach is capable of remedy, that party shall have 30 days to remedy the breach before the non-breaching party may terminate.

8.2 Any provision of these Terms that, by its nature, is intended to survive termination or expiration, including but not limited to provisions relating to confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and any other obligations that are expressly or implicitly intended to continue beyond termination, shall remain in full force and effect notwithstanding such termination or expiration.

6. CONFIDENTIALITY 

6.1. Both parties agree to maintain the confidentiality of all information exchanged during the course of the Contract, including but not limited to business, technical, financial information, plans, data, and all Work Products, for a period of five years following the termination of the Contract.

6.2. Neither Party shall disclose such information to any third party without the prior written consent of the other, except as required by law or as necessary to perform the Services. The receiving party shall use the same degree of care to protect the confidential information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

6.3. Upon termination of the Contract, both parties shall promptly return or destroy all confidential information and any copies thereof. Any breach of this confidentiality clause may result in legal action, including but not limited to seeking injunctive relief and damages.

7. WHO OWNS WHAT 

7.1. For the avoidance of doubt, IP Rights that are owned by either Party prior to the commencement of the Contract and used in connection with the performance of the Contract shall remain the property of the party introducing the same. Neither Party may reverse engineer, distribute, publicly display, publicly perform, or sublicense any IP Rights of the other (including without limitation any derivative work thereof) without the prior written consent of the owning Party. 

7.2. Subject to the above, and with the exception of any third party IPR Rights or Word Monster licenced IP Rights (which definition specifically includes all training materials provided as part of “Monster Academy”), the rights in all Services and Work Product shall be assigned to the Client upon payment in full by Client of all Fees. For the purpose of this Clause, Work Product shall exclude any materials produced by Word Monster which are not accepted or otherwise delivered to the Client (such as proofs and proposal documents) or in respect of which Word Monster has not received the Fees.

7.3. Word Monster shall not divulge to any third party, or use in the course of providing services to any third party, any drawings advice, designs, sketches, plans, presentations or other Work Product created by Word Monster in the course of providing the Services which contain any confidential information of the Client or from which any such confidential information may be derived. For the avoidance of doubt nothing shall prevent Word Monster from utilising or implementing any ideas, innovations, techniques, strategies or methods in the course of performing any Services for any third party customer.

7.4. In the event that the Client chooses to modify the Work Product for its own use then the Client shall not be responsible for such modifications. 

7.5. Client agrees to maintain the confidentiality of all Word Monster licenced IP Rights provided by Word Monster as part of a Contract. Client may not disclose, share, or distribute any Word Monster licenced IP Rights to third parties without the prior written consent of Word Monster, and further agrees to take all necessary precautions to prevent unauthorised access to the Word Monster licenced IP Rights and to ensure that all employees, agents, and contractors who have access to the Word Monster licenced IP Rights are bound by the same confidentiality obligations. In the event of unauthorised use or distribution in breach of this clause, Word Monster reserves the right to right to charge a fee for such unauthorised use of Word Monster licenced IP Rights or take appropriate legal action, including but not limited to seeking injunctive relief, damages, and any other remedies available under law. Upon termination of the Contract, Client shall cease all use of the Word Monster licenced IP Rights and return or destroy all copies in their possession.

8. OUR USE OF ARTIFICIAL INTELLIGENCE

8.1. Word Monster may use AI technologies to enhance the quality and efficiency of delivery of Services. This includes, but is not limited to, generating content, analysing data, and providing recommendations. The use of AI will be disclosed to the Client, and Word Monster will ensure that AI-generated outputs are reviewed for accuracy and relevance.

8.2. Word Monster will comply with all applicable data protection laws, including GDPR, when using AI. Client data will be processed securely, and appropriate measures will be taken to prevent unauthorised access, use, or disclosure of data. AI systems will not use Client data for AI training purposes without explicit consent.

8.3. Word Monster will ensure that AI-generated outputs are subject to human oversight and review to maintain quality and accuracy.

8.4. Any AI-generated content created as part of the Services will be owned by the Client upon full payment of all Fees. Word Monster retains the right to use AI-generated content for internal purposes, provided it does not disclose any confidential information of the Client.

8.5. Word Monster is committed to the ethical use of AI. AI systems will not be used to create misleading or harmful content. Word Monster will ensure that AI applications comply with ethical guidelines and industry standards.

8.6.Client must provide accurate and complete data for AI processing. Client is responsible for obtaining any necessary consents for the use of data in AI applications. Client must notify Word Monster of any specific requirements or restrictions related to the use of AI as part of the Services.

8.7. Word Monster will continuously monitor and improve its AI systems to ensure they meet the highest standards of performance and security. 

9. WHAT WE ARE LIABLE FOR

9.1. Client shall indemnify Word Monster, its directors, officers and employees and pay in full for any complaints, claims, actions, proceedings, costs, expenses, losses, damages and liabilities whatsoever and howsoever arising (including reasonable legal costs and the full cost of its employees’ time involved in dealing with any of the same) in respect of any damages, liabilities, claims, costs and expenses sustained as a result of entering into the Contract and correctly performing the Services, except where Word Monster has acted with gross negligence or wilful misconduct.

9.2. Save as prohibited by law, the maximum aggregate liability of Word Monster arising out of or in connection with the Contract shall not exceed the value of the Fees for Services received by Word Monster under the Contract in the preceding 12 months from the date of the claim. 

9.3. Neither Party will be liable to the other for any indirect, incidental or consequential loss or damages.  Any claims against the other party under a Contract must be brought within 12 months of becoming aware of the circumstances giving rise to a claim. The responsible Party shall have no liability for claims made after this period.

10. POACHING OF STAFF

10.1. Neither Party may solicit directly or indirectly the employment or engagement of any of the other Party’s employees, agents or contractors who are directly involved in the performance of the Contract during the term of the Contract under which those employees, agents or contractors were working, or for 12 months thereafter without the other’s written consent.  

11. ACCESS TO OUR RECORDS

11.1. For 6 months after completion of the Services, Word Monster shall provide Client reasonable access to its books and records related to the Services (excluding home offices, salary records, pay slips, timesheets, and overhead costs) during normal business hours to ensure Services are handled according to Client’s specifications. Access is granted with 3 working days’ written notice for cause, and 30 days’ written notice in all other circumstances, no more than once a year, unless for cause. Word Monster will be reimbursed for all time incurred for audits or inspections by health or regulatory authority bodies in relation to the Services unless such audit or inspection is required as a proven and direct result of some act, error or omission of Word Monster.

12. DATA PROTECTION

12.1. Each party shall ensure that it complies with all applicable data protection and data privacy laws and legislation, including but not limited to the General Data Protection Regulation (GDPR) and any national implementing laws, regulations, and secondary legislation, as amended or updated from time to time.

12.2. Word Monster shall implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Word Monster will ensure that all Personnel involved in the processing of personal data are informed of the confidential nature of the personal data and comply with the obligations set forth in these Terms and the Contract.

12.3. Furthermore, Word Monster shall only process personal data in accordance with the documented instructions of the Client and shall not retain, use, or disclose the personal data for any purpose other than for the performance of the Services specified in the Contract.

12.4. Word Monster shall assist the Client in ensuring compliance with their obligations under applicable data protection laws, including assisting with data subject access requests and promptly notifying the Client of any data breaches.

13. ALL THE OTHER NORMAL LEGAL NICETIES 

13.1. Each party shall ensure that it complies with all applicable anti-bribery legislation, regulations, codes and/or sanctions, both national and foreign, including the US Foreign Corrupt Practices Act of 1977 as amended and the UK Bribery Act 2010 in carrying out the Contract and failure to do so shall entitle the other Party to terminate the Contract immediately without notice or penalty.

13.2. Nothing in the Contract shall create, or be deemed to create a partnership or the relationship of employer and employee between the Parties and nothing shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint venturers. The Parties hereto are independent contractors and neither Party shall have the power or right to bind or obligate the other Party or shall hold itself out as having such authority. No Personnel will transfer under Transfer of Undertakings (Protection of Employment) Regulations 2006 as a result of the Contract.

13.3. Word Monster shall be permitted to use anonymised and generalised data (e.g. therapeutic area, phase, territories, patient population etc) about Client’s projects for which it has provided Services as part of its marketing materials and list Client as a customer of the Client.

13.4. Neither Party hereto shall be responsible or liable to the other for any failure or delay if such failure results from an Event of Force Majeure. The Parties shall discuss in good faith in order to find out the best solution to limit the consequences of any Event of Force Majeure. Notwithstanding the foregoing, to the extent that an Event of Force Majeure continues for a period in excess of 30 days from the occurrence of such event, either Party may terminate the Contract without incurring any liability to the other Party.

13.5. Neither Party may assign or transfer the Contract or any part thereof to any other person without the written consent of the other, other than to an Affiliate.

13.6. The invalidity or unenforceability for any reason of any provision of these Terms shall not prejudice or affect the validity or enforceability of its other provisions.

13.7. A party who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.8. It is intended that the limitations set out in these Terms apply to any and all liability or cause of action however alleged or arising, including without limitation, negligence, professional errors and omissions and breach of contract, and whether arising in common law, tort or otherwise, unless otherwise prohibited by law. 

13.9. Failure by either Party to exercise or enforce any right shall not be construed to be a waiver nor operate so as to preclude the exercise or enforcement thereof at any subsequent time or on any subsequent occasion.

13.10. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant clause or sub-clause shall be deemed deleted. Any modification to or deletion of a clause or sub-clause under this clause shall not affect the validity and enforceability of the rest of these Terms.

13.11. Any notices or communications concerning the Contract (except communications relating to the Services for which email is sufficient) should be in writing and served by prepaid first class post or by courier and shall be deemed to have been given five (5) business days following posting or to have been given one day after being sent by overnight courier delivery.

13.12. A portable document format (“.pdf”) copy of a Contract, including the signature pages, will be deemed an original and will bind the parties.

13.13. These Terms shall be automatically superseded and replaced upon the entry of the Parties into a formal written service agreement negotiated and signed by authorised signatories of both Parties.

13.14. The validity, construction and performance of the Contract shall be governed by and interpreted in accordance with the laws of England and the Parties hereby submit irrevocably to the non-exclusive jurisdiction of the English Courts.

14. DEFINITIONS USED ABOVE

In these Terms the following expressions shall have the following meanings:

Affiliates: meansin relation to Word Monster, any other company which from time to time is directly or indirectly controlling or controlled by or in common control by or of Word Monster and “control” means power to direct the management and affairs of such other company by whatever means. 

AI: means a machine-based system that can, for a given set of human-defined objectives, perform tasks normally requiring human intelligence.

Budget: means any proposal, costing or quotation provided by Word Monster setting out the Fees payable for the Services.

Contract: means the contract concluded between the Parties in accordance with clause 2 which may be by way of (i) formal written purchase order in Client’s standard format, or (ii) a Word Monster Client Project Order Form, or (iii) by way of other instructions to carry out Services, whether in writing (including electronic means) or agreed orally between the Parties.

Contract Acceptance: means any confirmation in writing by Word Monster of its acceptance to provide the Services, including signature of an Word Monster Client Order.

Client: means the Party placing a Client Order. 

Word Monster Client Order: means a simplified service order of Word Monster for the provision of services by Word Monster, the terms and conditions of which are governed by these Terms.

Event of Force Majeure: means circumstances reasonably beyond the control of such Party, including without limitation, war (whether or not declared), or other emergency; riot, fire, explosion, flood, volcanic eruption or other Act of God (including extreme weather conditions); strike, lock-out or other major labour difficulty; epidemic and pandemic; act of terrorism; nuclear accident or incident; death or incapacity of a key team member; any injunction, decree, order, law or regulation of any public authority; or inability to obtain electricity, fuel or raw material 

Fees: means the fees set out in the Client Order.

IP Rights: means the intellectual property rights in any copyright, trademark, industrial design, patent, trade secrets, and other proprietary information of a party.

Parties: Client and Word Monster.

Personnel: means the employees, agents, consultants and freelancers (including those operating through an agency, under an umbrella company, or through a personal services company) of Word Monster or its Affiliates working under the day to day supervision of Word Monster who are assigned or engaged by Word Monster from time to time to perform Word Monster’s obligations under the Contract.

PTCs: means Pass-Through Costs, and includes all third party costs and expenses incurred by Word Monster in providing the Services. 

Contract: means a purchase order placed by Client with Word Monster for Services which may be by way of (i) formal written purchase order in Client’s standard format, or (ii) an Word Monster Client Order, or (iii) by way of other instructions to carry out Services, whether in writing (including electronic means) or agreed orally between the Parties.

Services: meansthe services described or identified in the Contract that Word Monster agrees to perform and carry out.

Terms: means these Terms of supply of Services.

Work Product: means all drawings, designs, blueprints, photographs, sketches, results, processes, plans, recommendations and all other material and ideas prepared or developed by Word Monster exclusively for on behalf of or in conjunction with Client through the provision of Services, excluding any materials produced by Word Monster which are not accepted or otherwise delivered to Client (such as proofs and proposal documents) or in respect of which Word Monster has not received full payment.