By and between NightKingdoms LLC and you, client_name.
We'll to 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 have 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_name2), located at client_addr are hiring us (NightKingdoms LLC) located at 5025 N Central Avenue, Phoenix, Arizona, USA, 85012 to design and develop a web site for the estimated total price of $total_price as outlined in our quote sent to you (Quote # quote_num). Of course it's a little more complicated, but we'll get to that.
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 way, 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 agreement.
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.
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 (e.g. color texture and typography). We call that "design atmosphere".
You'll have weekly opportunities to review our work and provide feedback. If, at any state, 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 terminate this agreement which is when the early termination fee would apply as per the related payment schedule for this agreement.
If, at any state, the direction of the project is going in a direction outside of the original scope of this agreement and related addendums, you'll pay us in full for everything we've produced until that point and terminate this agreement which is when the early termination fee would also apply as per the related payment schedule for this agreement. We can then discuss creating a separate estimate for the project that better outlines what the project will be.
We're not responsible for writing or inputting any text copy. If you'd like us to write new content or input text for you, we can provide a separate estimate for that.
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're like us to search for photographs for you, we can provide a separate estimate for that.
Browser testing no longer means attempting to make a web site 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 (Internet Explorer), and Mozilla (Firefox). We'll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, possibly different, experience. We'll implement a single column design for Internet Explorer 7 and below for Windows and 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.
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
Android 4.1: Google Chrome, Firefix, Android stock browser
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.
We're not a web site hosting company so we don't offer support for web site hosting, email or other services related 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 setup an account for you at one of our preferred hosting providers or provide hosting service on our own servers for an additional monthly fee which we can provide a separate estimate for that or include it in the payment schedule. We can setup your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.
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 base don 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.
We need all requests and feedback in writing (that includes email) so that we can both refer back to things in case we forget.
We need information, content and materials from you in order to complete the project. If there is a two-week lapse between a request for content and the corresponding delivery it will constitute a termination of the contract, in which case you will be invoiced an early termination fee as per the related payment schedule.
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.
First, you guarantee that all elements of text, images and other artwork you provide are either owned by your good selves or that you have 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 to display and link to your project as part of our portfolio and to write about it on web sites, in magazine articles and in books.
We're sure you understand how important it is as a small business that you pay the invoices we send you promptly. As we're also sure you'll want to stay friends, you agree to stick tight to the payment schedule related to this agreement.
Sometimes things don't work out like they're supposed to and so for some projects we may include methods of Digital Rights Management (DRM). When we create a web site the files that are produced can be used anywhere on any site on the Internet. This means that as long as someone has the files needed to make a web site they can put it anywhere and there are very few things the original creator can do about it. We have had some experience with this in the past, unfortunately.
To ensure our rights to the files we produced are used with our permission until the final payment has cleared, we may include some DRM methods in the project to enforce those rights should they be misused by someone. We promise not to enforce these DRM methods unless we have good reason.
Like many businesses we offer several packages for our clients and they vary from package-to-package. This is the base agreement for your project. We know everyone likes custom stuff so there are a few other things we have that are specific to this project, so you agree to the project addendum related to this agreement as well.
Just like a parking ticket, you can't transfer this agreement 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 agreement is a legal contract under exclusive jurisdiction of the State of Arizona, United States of America.
The dotted line
Signed by and on behalf of NightKingdoms LLC
Signed by and on behalf of client-company_name