Do you need a contract when working as a freelance editor? How do these differ from terms and conditions? And should you sign non-disclosure agreements (NDAs)?
These are questions I get asked a lot – as well as whether there are templates available for these things.
In this post, I’m going to break things down, hopefully offer a little reassurance, and point you in the direction of some useful resources.
Obligatory caveat: I’m not a legal professional and this advice is based on my own knowledge and experience as a freelance editor of nearly two decades.
What’s the difference between a contract and terms and conditions?
A contract is the overall legally binding agreement between two or more parties that outlines an exchange of value. Terms and conditions (T&Cs) are the specific rules, clauses and obligations that make up that contract.
However, terms and conditions can become contractually binding when they are accepted as part of a wider agreement. So, you don’t necessarily need a contract if you set up your terms and conditions in a specific way.
Who provides the contract / terms and conditions?
Publishing houses and other company-type clients will often issue you a contract that sets out the responsibilities of both parties. Read these carefully before signing and make sure you are happy with what the details of the contract say. You can still provide your own terms and conditions to help cover anything the contract misses.
For individual clients – mostly authors – you’ll typically need to provide something yourself. It’s up to you whether you want to issue a formal contract or simply get the client to agree to your terms and conditions. Personally, I’ve always gone with the latter and have never run into any problems!
What should your terms and conditions cover?
At their core, terms and conditions exist to protect both you and your client. A solid set should make clear:
- what the work is
- when it’s due
- what the fee is
- when the fee will be paid
- and what happens if something goes wrong on either side.
More specifically, think about the situations that could cause you a headache: deposits, cancellation policies, scope creep, revision rounds and what happens if you can’t get in touch with a client mid-project.
Working through these scenarios in advance – and writing your answers into your T&Cs – will save you a great deal of difficulty later.
A useful starting point is The Paper It’s Written On by Karin Cather and Dick Margulis, which covers the topics your T&Cs need to address and walks through scenarios where a well-drafted agreement could have prevented real trouble. Both authors are American, but the principles translate well.
How do clients agree to your T&Cs?
You have options here.
You can have clients sign and return a copy of your T&Cs – digital signatures work fine, and there’s plenty of software to facilitate this.
Alternatively, you can host your terms and conditions on your website and ask clients to acknowledge acceptance by email or via a checkbox, with the scope of the project (timeframe, fee, deliverables) set out in a separate email or project proposal. (This has always been my method!)
NDAs and confidentiality
Some authors worry about editors sharing or misusing their work and may ask you to sign a non-disclosure agreement. By default, the manuscript always remains the author’s property under copyright law. It’s worth reminding authors of this.
In most cases, signing an NDA is unnecessary: a straightforward confidentiality clause within your terms and conditions – stating that you won’t share the manuscript or discuss the project without permission – covers the same ground. If a client raises the subject, pointing them to that clause hopefully calms their nerves.
That said, signing a simple, reasonable NDA isn’t something to be anxious about. Publishing houses occasionally use them for particularly sensitive projects, and it’s a normal part of working at that level.
Putting together your T&Cs
So how do you actually go about writing your T&Cs? I’ve given you a few pointers already, and the good news is that you don’t have to start from scratch. There are a few resources worth knowing about.
- The Paper It’s Written On by Karin Cather and Dick Margulis (mentioned above) is probably the most thorough guide available, and it’s written specifically with editors in mind.
- Editors Canada also offers a downloadable Agreement Template for Editing Services, though it hasn’t been updated for a while. And though it’s Canadian in origin, the principles are sound and it’s a useful starting point for understanding what a complete editorial agreement looks like.
- The Going Solo guide by Sue Littleford and the Chartered Institute of Editing and Proofreading is also worth consulting and offers some guidance on this.
If you want an extra layer of reassurance, you could have your T&Cs reviewed by a solicitor or lawyer who specialises in freelance or creative industry contracts.
This isn’t essential for most sole traders just starting out, but if you’re working at volume, with high-value projects or with international clients, it can be worth the one-off cost for peace of mind.
Whatever you do, don’t put off creating your terms just because you’re unsure about what they should entail. Something simple (that you can keep adding to or refining) is infinitely better than nothing!
