© Ruth E. Thaler-Carter, Owner
An American Editor
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Note: The author is not an attorney and this article does not constitute legal advice.
It comes up so often in various places: Do editors (or any publishing pros) need contracts with clients? This is especially relevant for freelance editors and proofreaders who work directly with individual authors, whether academics seeking help with their dissertations or people writing books to be self-published, although some who aim for — or even have contracts for — traditional publishing might seek editors or proofreaders on their own.
There are two reasons for that: Aspiring authors are often savvy enough to get their manuscripts edited before submitting their work to agents or publishers, and, as most of us know, publishing houses are cutting back on in-house editors and putting the onus of that quality control step on authors. (Both of those instances create more opportunities for freelancers, but that’s another essay topic.)
As I said recently in an online conversation, it’s definitely smart to have a contract. I do know colleagues who have worked without one and never had a problem. That’s great, and I’m glad for them — but still no reason not to have a contract.
Some clients will already have a contract for you to sign; it’s when they don’t that we should all consider having our own, ready to use.
The purpose of a contract is to protect both parties, not just yourself. On your behalf, a contract spells out what you will do, when, for how much, etc. That protects you against any misunderstanding about your role or being asked to do work you weren’t expecting, or being paid, to do. For your client, a contract formalizes what they can expect from you and gives them a basis to trust that you will do what they expect and you promise. Keep that mutual benefit in mind if you venture into using a contract for the first time and/or encounter a new client at any point who resists the idea.
Contract elements
A contract of your own doesn’t have to be complicated, lengthy or packed with legalese. It doesn’t even have to involve an attorney.
I keep a list of items that are almost always, if not always, elements of a project. It’s easy to adapt the list to a new client or project as a contract.
Essentially, bullet out what you will do for an average project: type of work (level of edit, proofread, write, index, etc.; number of words for a writing assignment, items for an index, illustrations for book or other graphics project, etc.), schedule or timeframe and fee for each task, deadline(s), anticipated expenses for reimbursement (such as mileage cost — I charge either mileage or time traveling and meeting, not both — or supplies, software versions, etc.), number of passes for editing or revisions for writing and illustrations, language to protect against scope creep, copyright, phone call or e-mail message policy, median policy, etc.
When I was doing onsite conference reporting, I would ask that the client purchase the plane ticket and put hotel accommodations on their account, so I didn’t have to use my own money and wait to be reimbursed. That would be in our contract or agreement.
State when payment is due and; the standard is within 30 days of invoice date. Many clients will pay sooner than that, although some might pay later — you need to establish that so you can budget accordingly. I don’t like 45- or 60-day payment schedules, but I can handle them if I know that’s the client’s policy before I accept the project. Although my contracts say that payment is due upon receipt of invoice, and invoices say “Payable upon receipt,” I assume I won’t be paid until those 30 days elapse, so anything before that is a pleasant surprise.
Include a late fee policy.
For large or ongoing projects, your contract can ask for an advance or retainer, if you think that will be acceptable to the client, and include an interim payment process: an advance or deposit, with payments at specific points (such as number of hours or pages), and whether payment will be made before you hand off the finished project. Be prepared for publishers, publications, organizations, business, etc., not to accept such arrangements, but individual authors are often, if not usually, amenable to doing so.
Your contract can state that copyright for the edited or proofed version of a client’s document remains with you until you’ve been paid in full. That’s most likely to be effective (and sometimes necessary) with independent authors, but Rich Adin, founder of the An American Editor blog, was able to use that policy with major publishers that were paying very, very slowly for his work.
In the light of legislation that is encouraging employers to force their freelancers into becoming employees, you also might want to include language in a contract about your status as a freelancer or contractor.
Your contract can state how you prefer to be paid (check, PayPal or banking apps like Zelle and Square, direct deposit to your bank account, etc.).
It’s quite possible that once you’ve created your checklist, projects will come along that require adding new items to it. The checklist is simply a template or starting point. You will probably have to tailor it to every client and project that comes along.
What not to include
I don’t charge for paper, ink, software or hardware, because those are my costs of doing business and my fees or rates should be enough to cover those expenses. However, colleagues who are expected to print manuscripts of a couple hundred pages, especially in color, might want to be reimbursed for the impact of that on printer toner or copier ink. I would definitely include reimbursement shipping/delivery for sending back a marked-up manuscript, or ask to use the client’s FedEx/UPS account.
You probably don’t have to include charges for long-distance phone calls, since so much of our work these days is via e-mail and other electronic mechanisms.
When to say no
Keep in mind that non-individuals such as publishing houses and businesses often have their own contracts that we have to accept if we want the work. Some are straightforward, some are complex, some are downright draconian, some are negotiable — you can delete, or ask to delete, clauses that don’t make sense.
One such item that comes up a lot these days involves insurance. If the client usually hires contractors with their own employees who work at the client’s jobsite or other location and operate vehicles or equipment on behalf of the client, they might have a standard contract that requires a level of liability insurance that isn’t essential or even appropriate for a freelance editor, proofreader, writer, designer, photographer, etc. That happens when it’s the first time the client has used a freelancer.
I once turned down a dream writing and editing project because the contract would have created an unreasonable onus of responsibility for things beyond my control: It called for my role to have legal liability for any and all errors in the published work — when others could make changes to what I submitted, without my knowledge. I’m fine with taking responsibility for the accuracy and quality of my work, but I can’t accept responsibility for what someone else does to it after it leaves my hands.
My approach to contracts
After establishing project details with the client, I “Save As” my checklist, rename and adjust it as needed, and send it back attached to an e-mail message with a cover note along the lines of “Per our discussion(s), the attached document will serve as our letter of agreement/contract.”
For the clients who pay me by the hour, I use a very basic Excel worksheet with a column for date, task, hourly rate and percentage of an hour/hours per task; Excel handles the percentages and adds up the hours/dollars for me. Each month, I do Save As to create a new log or tracking document for the new month for each client. (I’ve found that the key is to remember to enter every project for a given client as soon as I finish it, rather than wait until end of the month to enter anything, or I forget half of them.) That log goes with the invoice.
There are lots of contract and invoice templates all over the Internet, including in Word and from various professional associations. An excellent book about contracts is The Paper It’s Written On: Defining Your Relationship with an Editing Client by Karin Cather and Dick Margulis — they wrote it for editors, but most of it can be applied to almost anyone with an independent business.
When has a contract, or lack of one, become an issue for you? How did you handle it?
Ruth E. Thaler-Carter (www.writerruth.com) is an award-winning provider of editorial and publishing services for publications, independent authors, publishers, associations, nonprofits and companies worldwide, and the editor-in-chief and owner of An American Editor. She created the annual Communication Central Be a Better Freelancer® conference for colleagues (www.communication-central.com), now co-hosted with the National Association of Independent Writers and Editors (www.naiwe.com) and sponsored by An American Editor. She also owns A Flair for Writing (www.aflairforwriting.com), which helps independent authors produce and publish their books. She can be reached at Ruth@writerruth.com or Ruth.Thaler-Carter@AnAmericanEditor.com.