Agreement
Summary
We’ll always do our best to fulfil 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.
In short …
You (Client Name), are hiring us (Ethical Digital, t/a David Horn Design Ltd.) located at 28 Derrynameeo Road, Garrison, Co. Fermanagh, United Kingdom to redesign & develop a new website for Client Name & Website for the total cost of £XX,XXX.
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 organisation. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this as close to when we ask as possible and provide it in the formats we ask for where available. You’ll review our work, provide feedback and approval in a timely manner too. We will both be bound by any deadlines & dates that 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 endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us – the NDA signed earlier this year holds for this contract.
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 visuals to indicate a creative direction (colour, texture and typography) and to also outline the initial design of the project – especially in the early phases of the project.
You’ll have opportunities to review our work and provide feedback. We’ll run the project through Asana and share files in Google Drive, and messages in Slack & via email as previously discussed and agreed.
If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.
Text content
Unless agreed separately, we’re not responsible for generating new text for your project. We do not provide professional copywriting and editing services, but we can recommend someone who does if you require new content to be written.
Graphics and Photographs
You should supply graphic files (logos etc.) in an editable, vector digital format wherever possible. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you supply us with any images you acknowledge that the responsibility for their use lies with you – you will have obtained the correct licenses required to include them in this project.
HTML, CSS and JavaScript
We deliver web page types developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and some behaviours where appropriate.
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), and Mozilla Firefox. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience.
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 a separate estimate for that.
Mobile browser testing
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 10+: Safari, Google Chrome Android: Google Chrome on Android Emulator
We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the time 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 a separate estimate for that additional time.
Legal stuff
We’ll carry out our work in accordance with good industry practice and at the standard expected from qualified people 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, 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.
Blimey.
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 we design 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 and share what we’ve learned with other people, so we reserve the right, subject to the conditions of the NDA and with your permission, to display your project as part of our portfolio and to write about it on websites, in magazine articles and in books.
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:
Deposit: once work agreed & contracts signed, 40% of project budget.
Second payment: once design work approved, 30% of project budget.
Final payment: once site finished, and before site goes live, 30% of budget.
We also offer payment in 12 monthly equal stages if you prefer – we can discuss if we have not done so already.
Project pauses
If a client deliverable — such as input, approvals, or payment — is late more than 10 business days the project will be considered “on hold.” Once the deliverable is received and the project is re-activated it will be rescheduled based on our current workload and availability. Just to say it loud and clear, it could be weeks to get you back in the system if the project is put on hold.
You may voluntarily choose to pause the project. To do this, let us know in writing that you want to pause and the duration of the pause. The project will then be rescheduled based on our mutual availability, which may not be immediately after the pause.
Both parties agree that if a pause lasts longer than two weeks, we may need to rescope the project, including changing the completion date for the project and dates phases are due.
When we have fixed deadlines, we arrange our schedule to devote specific time to your project. If you request project pauses that total more than 30 days over the project’s duration, you agree to pay an additional fee worth 5% of the total project fee.
If the requested pause lasts more than 60 days, this will be considered to be a project cancellation (see the “Cancellations” clause below).
Cancellations
We’re all hoping that our collaboration goes off without a hitch. After all, we trust each other, which is the reason we’re doing business together. However, in the unfortunate case that we can’t come to an agreement, here’s what needs to happen. Even if things go awry, we want to make sure we’re treating you fairly, and vice versa.
First of all, both parties agree to reasonably try to work things out so that the project is salvageable. If things can’t be worked out, either party can terminate this agreement by giving the other party 10 days notice. The project may also be cancelled by us if, after project commencement, you stop communicating with us for a period of 30 days.
If the project is terminated, any completed files and deliverables for project phases already paid for will be transferred to you under the terms of the “Intellectual Property rights” clause above. Because we have reserved time for the project, you may be charged an additional sum equal to 10% of the original estimate.
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 the Northern Ireland courts.