Pancake Creative - Web Design and Development Contract

UPDATE 11/29/2016: I've had this version of the contract vetted by a lawyer, and you'll want to make sure that you include an addendum attached to this document that defines the SoW. Even better would be a signed document that defines the SoW and is signed separately form this contract.

I, however, am not a lawyer, nor do I provide legal advice.

Adaptation of Contract Killer 3 for use with Pancake Creative clients and projects. Original contrac
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Date: date

Between us, company name, and you, customer name, on behalf of customer name or company.

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, customer name, located at customer address, are hiring us, company name, located at company address to design and develop a web site for the total estimated price of $total estimated amount 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 everything we need to complete the project as and when and in the format we need it. 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 endeavor to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.

Getting down to the nitty gritty

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.’

You’ll have at least one weekly opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract.

Text content

We’re not responsible for writing any text content. If you’d like us to write new content text for you, we can provide a separate estimate for that.

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 a separate estimate for that.

Video and animations

We're not responsible for creating or editing any video content, including video animations. If you'd like us to add video to your site for you, we can provide a separate estimate for that. 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 video for you, we can provide a separate 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.

Browser testing

Browser testing no longer means attempting to make a project 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.

Desktop browser testing

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), Mozilla Firefox and Opera. We’ll also test to ensure Microsoft Internet Explorer 10 for Windows users get an appropriate, possibly different, experience. We won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

Mobile browser testing

Testing popular small-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 work in:

iOS: Safari, Google Chrome and Firefox

Android: Google Chrome and Firefox

We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.

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. If you'd like us to to update your product on an ongoing basis, we can provide a separate contract and estimate for that.

Site software maintenance

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

Content management system (CMS) training

If we integrate a CMS into your project we will provide training and documentation on how to use and operate your CMS. We are happy to provide additional help via email, phone, or Skype until the site is launched.

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.

Content and Information Delivery

We've learned that that lack of content (logos, photographs, text content, images, video and animations, etc) and setup information (API keys, login information, etc.) can cause major delays in the development of a site, and we want to provide you with the quickest service possible. As we're also sure that you want your project completed quickly, you agree to provide all content in a timely manner. This means that you'll get us all content and setup information we need within seven days of our request. If for some reason you're unable to provide the content or information we need, that won't be a problem as we'll proceed with development using placeholder content and test account information.

Should we finish the development of a site without having been provided content, we'll move the site to your server and provide training and/or training materials on how you can add the content yourself. You agree that we'll both consider the project delivered and completed at this point.

How do we define scope, revisions, and approval of work?

Statement of Work

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 (also known as an SoW), 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 or proposal we provide will serve as a Statement of Work to define the scope of the work we’re expected to complete and the hours we expect that it will take to complete that work. The Statement of Work is a good faith estimate on our part to help you understand the time it will likely take to to complete the tasks we’ve previously discussed.

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

Because coding and designing for the web is complicated, and full of unknowns and assumptions, we can't guarantee that the Statement Work contains any maximum number of billable hours. While we do attempt to provide a fixed bid to help you understand total cost, you agree that our estimates are educated guesses, and the total number of hours billed may not match up to the estimate provided in our original Statement of Work.

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 price at the beginning of this contract is based on the length of time 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 a separate estimate for that.

Approval of Work

We love it when you're happy with the product we produce. We also love getting clear feedback so we can make revisions in a timely manner. As we're certain that you want to have your project completed as quickly as possible, you agree to approve or request revisions on all completed work within seven days of receiving a notification of work completion or request for feedback. If we don't hear anything from you in seven days, we'll understand that you're happy with what we've done, and deem that work to be approved. Once work has been deemed approved it can't afterwards be rejected, and any payment milestones or payments associated with that work will also come due.

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 payment schedule, which is explained more clearly below.

Payment schedule

For most projects, we've found the 60/40 payment schedule tends to work best and minimize risk for all parties involved. This means that 60% of the total estimated price is due on sign up, in the amount of $initial deposit amount. The initial 60% is non-refundable, and allows us to block out time so we can get started on your initial design and site setup. Another 40% of the total estimated fee is due in the amount of $prototype presentation amount when we present a working prototype of the site on a staging server.

Late payments

All payments are due within 15 days of billing. Late payments will be charged a 1.5% late fee of the outstanding amount compounded every 30 days. Should a payment be late, company name reserves the right to freeze all work until accounts are settled. Additionally, until we receive payment in full for both the original estimate, and all additional estimates, company name reserves the right to remove or restrict access to anything we've produced, which includes but isn't limited to the changing or removing login credentials.

Oh course, we always consider such measures to be a very last resort, and we'll make a good faith effort to resolve any dispute before using them.

Making payments

Payments may be made via credit card, PayPal payment, cash, or check to:

company name

C/O company owner name

company mailing address

Should you choose to pay by credit card, you agree to pay an additional 2.9% processing fee plus $0.30.

Legal stuff

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. 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.

Copyrights

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.

Then, when your final payment has cleared, copyright will be automatically assigned as follows:

You’ll own the visual elements that we create for this project. 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 elements of text, images and data you provided, unless someone else owns them.

We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.

We love to show off our work and share what we’ve learned with other people, so we reserve the right, with your permission, to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books.

But where’s all the horrible small print?

Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. 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.

The dotted line

Signed by company representative name on behalf of company name.

Signed by customer name on behalf of customer name or company.

Date: date

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

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