Pancake Creative - Web Design and Development Contract

Adaptation of Contract Killer 3 for use with Pancake Creative clients and projects. Original contract is available here: http://stuffandnonsense.co.uk/projects/contract...

The contract

Between company name

And client name

Summary:

We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.

So in short;

You, client name, located at client address (“You”) are hiring us (company name)(“We or Us”) to:

  • Provide a specific service

At the estimated amount of $estimated amount for the project as outlined in our previous correspondence.

Of course it’s a little more complicated, but we’ll get to that.

What do both parties agree to do?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll do our best to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.

Design

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography.) We call that “design atmosphere.”

Text content

Unless agreed separately, we’re not responsible for writing, creating, or editing any text content. You’ll give us fully finalized and edited content that’s ready for reading by the end user. If you’d like someone to write new content or edit content text for you, we can suggest a copywriter.

Graphics and photographs

You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide an updated estimate for that. You agree that doing so could extend project timelines.

Video and animations

We’re not responsible for creating or editing any video content, including video animations. You should supply video in a high resolution digital format. If you choose to buy stock video, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide an updated estimate for that. You agree that doing so could extend project timelines.

Content Population

Unless agreed separately, we're not responsible for inputting text content, images, or video into your website, or updating that content on your website. If you'd like support in doing so, we can provide an updated estimate for that.

HTML, CSS and Javascript

We deliver templates developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive Javascript for feature detection, poly-fills and behaviors.

For web applications, we make use of frontend javascript libraries and frameworks for best performance.

Browser testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide an updated estimate for that. You agree that implementing an enhanced design in older browser could extend project timelines.

Mobile browser testing

Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:

iOS: Safari and Google Chrome Android: Google Chrome

We won’t test in Opera Mini/Mobile, specific Android devices, or other mobile browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide an updated estimate for that. You agree that testing in other mobile browsers could extend project timelines.

Security

We make every effort to provide you with a securely developed product. Unfortunately, technology is rapidly advancing, and we can’t guarantee that your product won’t be subject to security breaches. We recommend that you use strong passwords and observe standard security practices. To make sure your product doesn’t suffer from a security breach, it’s important for your systems to update often. You are responsible for making sure your software and product gets updated.

Site software maintenance

If we supply you with a CMS or framework for your project, we would advise that you keep the software and associated plugins or dependencies up-to-date. This ensures you benefit from any developments in the software and you keep your site or application as secure as possible. If you choose not to maintain your project, any problems that occur due to out-of-date software or improper security configuration will be your responsibility. If you would like us to maintain your site or application ongoing, we’ll provide an updated estimate for that.

Technical support

We’re not a hosting company so we don’t offer support for hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server. Then, the updates to, and management of that server will be up to you. If you want us to maintain your web application or website, we’ll provide a separate agreement for that.

Search engine optimization (SEO)

We don’t guarantee improvements to your website’s search engine ranking, but the pages that we develop are accessible to search engines.

Performance optimization

We don't guarantee improvements to your sites performance optimization at the launch of a project, but we do make efforts to ensure that the sites we build are optimized for performance. If you'd like us to optimize your site for performance, we can provide an updated estimate for that.

Open source software

You agree that some of the software we use to build your application or website may include open source software, and that the license terms applicable to such open source software may restrict your ability to exploit one or more Deliverables. You agree that the existence of any such restriction will not constitute a breach of this agreement by us, and that you won’t not seek recourse from us on the basis of any such restriction.

Legal stuff

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.

Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

Phew.

Intellectual property rights

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

Wow.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the website or application we implement for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Displaying our work

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.

Changes and revisions

We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind. The estimated price at the beginning of this contract is based on the number of hours that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide an updated estimate for additional work. You agree that adding or changing project requirements may affect delivery deadlines or timelines.

Project scope

At the beginning of every project, we attempt to the best of our understanding and ability to clearly define the scope of the work involved by providing you with a Statement of Work, based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve. The Statement of Work is a document that serves to make clear what work we’re doing, and what work we’re not doing. If we don’t provide you with a formal Statement of Work, then the estimate, proposal, or list of tasks we provide will serve as a Statement of Work to define the scope of the work we’re expected to complete.

If a task or revision isn’t found in the Statement of Work, it is considered out of scope, and we’ll provide an updated estimate for that. You agree that the judgement as to whether or not a task is out of scope shall be made by us and us alone, as informed by the original Statement of Work.

Review

You’ll have plenty of opportunities to review our work and provide feedback. We’ll resources with you to allow you to review our work, and we’ll have regular, possibly daily contact by either phone, Skype, or Slack.

Time tracking

We will track hours logged to the project in its time tracking software tools, and make a detailed monthly report available to you. Time tracking reports will include a detailed breakdown of hours utilized by each member of our team.

Fees and expenses

You agree that there may be costs other than those listed above for which you will be responsible. Costs are in addition to fees.

Sometimes costs make more sense for our clients to pay directly, so we reserve the right to require payment of expenses and costs before they are required to be paid. Unless we agree otherwise, fees and expenses of others (such as themes, design mockups, contractors, plugin licenses, and third-party platform fees) and other large disbursements will not be paid by company name; rather, they will be your responsibility and billed directly to you.

Although we may for your convenience furnish estimates of charges to be incurred, you understand that such estimates are not exact and we will not be bound by any estimates. You agree to be responsible for payment of actual fees and costs.

We Are Not A Lender. company name is not in the business of lending money. We expect you and our other clients to pay your bills with us each month so that we can meet our financial obligations and provide quality services. If you find it difficult to pay your invoices, you should consider borrowing the money from a professional lender.

Payments

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

We’ve found that a monthly payment schedule tends to work best for all parties involved. This means that we’ll invoice you at the beginning of the month for all work scheduled to be completed in the upcoming 30-day period. If a project is scheduled for less than two months, we'll invoice you for half of the estimated price at project start, and half when we deliver a working staging environment for quality assurance testing. When you receive an invoice, you agree that you’ll pay that invoice on our standard net-15 payment terms. You also agree that, once paid, all payments are non-refundable.

We issue invoices electronically. Our payment terms are 15 days from the date of invoice by check, ACH payment or credit card.

You agree to pay all charges associated with credit card payments on invoices over $500. The appropriate payment details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 1.5% per month or part of a month (maximum 18% per year).

Should an invoice become overdue, we also reserve the right to pause all work until accounts are settled.

Cancellation

If—at any stage—you change your mind about what you want delivered or aren’t happy with the direction our work is taking, you'll pay us in full for the time we’ve spent working until that point, plus an additional $500, and may terminate this contract.

Non-solicitation

You understand that we have a substantial investment in our employees or contractors that provide services to you under this agreement and that our employees and contractors are subject to our control and supervision. You agree not to solicit, hire, employ, retain, or contract with any employee or contractor of ours, without first receiving our written consent. If any of our employees or contractor terminates her or his current engagement with us (regardless of the reason for termination), and is employed by you (or any affiliate or subsidiary of yours) in any capacity either during or within a six (6) month period, you agree to immediately pay us an amount equal to 50 percent of the then current yearly salary or wage paid by us to that employee or contractor.

But where’s all the horrible small print?

Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of Oregon courts.

Oh and don’t forget those men with big dogs.

Everyone should sign below and keep a copy for their records.

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