01
Summary
This summary is not a substitute for the sections below. It describes how the marketplace works so that the formal terms can be checked against it.
We run the marketplace
Clients and editors contract with each other for the work. We provide the platform, hold the money and decide disputes.
Money is held first
Every order is funded before work starts. The money is held for that order and released on approval, or 5 days after delivery if the client does not act.
Fees are fixed
5% paid by the client — waived for good once you refer another member — 10% withheld from the editor, $1 per withdrawal.
Card processing is added on
The card network's cut is added to what the client is charged rather than absorbed by us, so the charge is a little higher than the price plus the fee.
02
Who these terms are between
These terms are an agreement between you and Stacks Studio Holdings, LLC, a limited liability company formed in the United States, of 24 Jones Street, Ste 305, Newark, NJ 07103, United States, registered number [registered company number] (“we”, “us”), which operates the website at ugcediting.com and its related services (the “platform”).
The platform has three kinds of user:
- Creators, who hire editors for their own content;
- Brands, organisations that hire editors, usually through a workspace with several seats;
- Editors, who offer editing services and are hired through orders.
Creators and brands are together called “clients”. A person may hold more than one role.
03
Accounts and eligibility
You must be at least 18 and able to enter into a binding contract to create an account. Eighteen is not a house preference: our payment processor requires it of anyone who receives a payout, so an account held by someone younger could never be paid.
If you register on behalf of an organisation, you confirm you are authorised to bind it. Some actions — publishing a portfolio among them — require you to confirm your email address first.
You are responsible for the accuracy of your profile and for activity under your account. Profile performance figures — on-time rate, response time, completion rate and reviews — are computed by the platform from orders and cannot be edited by the user they describe.
Brand workspaces and seats
A brand workspace may have multiple seats. Each seat holds one role (owner, admin, member, moderator or billing) that determines what it can do. The workspace owner is responsible for the actions of every seat in the workspace. Removing a seat revokes its access; orders it created remain with the workspace.
04
Our role in the marketplace
We provide the tools for clients to post briefs and for editors to apply, and we hold and release payments for orders. Unless an enterprise agreement says otherwise, we are not a party to the contract for editing services between a client and an editor, and we do not supervise or direct an editor’s work.
Editors act as [independent contractors / classification per jurisdiction] and are responsible for their own [tax and registration obligations — counsel to define].
05
Briefs, orders and revisions
An order is created when a client hires an editor, either from a brief or by booking an editor’s package. The order records the agreed price, the pricing model, the due date, the number of revisions included and the scope set out in the brief.
- The brief, as it stood when the order was created, defines the scope. Changes after hiring are changes to the order and may be priced separately.
- A revision is a request for changes to a delivered version within the agreed scope. The number used is recorded on the order and visible to both parties.
- An editor should not begin work until the order shows as funded.
06
Payments and how order funds are held
When a client funds an order, the client is charged the agreed price, the client service fee where it applies, and the cost of card processing. The agreed price is then held for that order until it is released or refunded under these terms, and is not available to either party while the order is open.
Where the money actually sits
Held funds sit on our own balance with our payment processor, Stripe. They are not kept in a segregated client-money account, they are not held in trust for you, and there is no third party holding them on your behalf. “Held for this order” describes a position on our ledger, not a separate account in your name: while an order’s funds are held, what you have is a claim against us for them under these terms, decided by the release and refund rules below.
Release
Held funds are released to the editor when:
- the client approves a delivered version (for a brand workspace, by a seat permitted to approve);
- 5 days pass after a delivery without the client approving, requesting a revision or opening a dispute (“auto-release”); or
- a dispute is resolved in the editor’s favour, in whole or in part.
Each new delivery starts a new 5-day period. Approval and auto-release are final for the funds they release.
Release does not itself move any money. It turns the editor’s share of the order into a withdrawable claim; the transfer to the editor’s own account with our payment processor happens when the editor withdraws it.
Refund
Held funds are refunded to the client when a funded order is cancelled before delivery, or when a dispute is resolved in the client’s favour, in whole or in part. A full refund of a cancelled order includes the client service fee.
Withdrawals
Released funds become available to the editor 5 days after release. Withdrawals are subject to a minimum of $25 and a fee of $1 per withdrawal. Orders are priced and held in US dollars.
07
Fees
The current fee schedule is:
- Client service fee: 5% of the agreed price, charged to the client on funding;
- Editor commission: 10% of the agreed price, withheld from the editor on release;
- Withdrawal fee: $1 per withdrawal, with a minimum withdrawal of $25;
- Card processing: added to what the client is charged, as set out below.
The client service fee can be waived permanently
Once you have referred another member who signs up, the 5% client service fee is waived on your orders permanently. The waiver is worked out by us from our own referral records, so it is not something you claim or assert — it applies, or it does not, by the time the order is funded, and the order summary shows which.
The waiver removes the client service fee and nothing else. The editor is paid exactly the same on a waived order as on a charged one: the 10% commission does not change, and card processing is still added.
Card processing is charged to the client
Card processing is not a platform fee, and we do not absorb it. Our payment processor charges 2.9% of whatever is finally charged plus $0.30 on a standard US card, and that cost is added to the client’s charge rather than taken out of the agreed price or the editor’s share.
Because the processor’s percentage applies to the final charge, the amount cannot simply be added on: the charge is grossed up, by taking the amount intended to be left over, adding the fixed fee, and dividing by one minus the percentage, rounded up to the cent.
Worked through on a $20 order for a client paying the standard fee: the 5% client service fee makes $21 the amount that has to survive processing, so the client is charged $21.94 and the processor keeps $0.94 of it. Non-card methods cost less and international cards cost more; the card rate is quoted to everyone. The total shown on the order summary before you confirm is always the amount that will be charged.
Fees are calculated in whole cents. Posting briefs, applying and messaging are free. We will give [notice period] notice of any change to the fee schedule, and a change does not apply to orders already funded. The pricing page shows the schedule as it currently stands.
[Taxes on fees and on services between users — counsel to define]
08
Disputes between users
Either party may open a dispute on a funded order before its funds are released. While a dispute is open, the funds are frozen: auto-release is suspended, and neither party may approve or cancel the order.
A platform reviewer who is not a party to the order considers the brief, delivered versions, review notes, messages and each party’s statement, and records one outcome: release to the editor, refund to the client, or a split in a proportion the reviewer sets. A case that cannot be decided on the record may be escalated for a second review.
The effect of a ruling on any other rights the parties may have is [to be defined by counsel, including any appeal or external dispute-resolution route].
09
Content and intellectual property
Clients keep ownership of the material they supply. By attaching it to a brief or order, a client grants the hired editor permission to use it for the purpose of performing that order.
On release of an order’s funds, the rights in the finished deliverables pass to the client [scope of transfer or licence, territory and duration — counsel to define]. Project files are included only if the order or package says so. An editor may show finished work in their portfolio unless the brief or the parties agree otherwise.
You grant us a licence to host, process and display content you upload only as needed to operate the platform for you and the other party to the order.
10
Portfolios and public pages
A portfolio is published on its own subdomain, at <slug>.ugcediting.com. A published portfolio is public: anyone can read it without an account, and search engines can index it. An unpublished portfolio is not public.
You decide what appears on a portfolio. Nothing is placed on it automatically from your orders, so publishing work from an order is your own act: do not publish material from an order unless the order, or the other party to it, allows you to. The same applies to an editor showing finished work, which the content section covers.
Your email address must be confirmed before a portfolio can be published.
Some subdomain labels cannot be taken, and a slug using one is refused when you choose it. They are the names of platform surfaces, mail and DNS infrastructure names, and names that would let a page be mistaken for us or for an account, billing, security or support page.
Editor directory profiles are public in the same way, so that clients can find and compare editors.
11
Acceptable use
You must not:
- arrange to pay or be paid outside the platform for work found through it, in order to avoid fees;
- upload material you do not have the right to use, or that is unlawful;
- misrepresent your identity, your work or another user’s;
- leave reviews other than as the counterparty to a completed order;
- interfere with the platform’s operation or security.
Payments arranged outside an order are not held for the order, and are not covered by the review record or the dispute process.
12
Suspension and closing an account
You may close your account at any time once you have no orders with funds still held. Open orders must be completed, cancelled or disputed first, so that no other user’s funds are left unresolved.
We may suspend or close an account that breaches these terms. [Notice, reasons and treatment of held and available funds on suspension — counsel to define].
13
Warranties and liability
[Disclaimers, limitation of liability and indemnities — to be drafted by counsel for each jurisdiction we operate in. This template makes no statement about them.]
14
Governing law and changes
Governing law and venue: [to be set by counsel].
We may update these terms. Material changes will be notified [method and notice period] before they take effect, and the version and effective date at the top of this page will change.
Questions about these terms, and notices to us under them: muratorigabriele1@gmail.com, or Stacks Studio Holdings, LLC, 24 Jones Street, Ste 305, Newark, NJ 07103, United States.