WEB SITE DEVELOPMENT AGREEMENT
(STANDARD TERMS AND CONDITIONS)
Summary:
We’ll always do our best to fulfill your needs and meet your expectations, and it is part of our ethos to ensure we maintain a great relationship with our clients. However 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.
What do both parties agree to?
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 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 the dates we set together.
You also agree to stick to the payment schedule set out at the end of this contract. You are engaging us as an independent consultant and contractor, and no partnership, joint venture or employee/employer relationship is intended or implied.
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. We may also subcontract the performance of any of our responsibilities under this contract to another party.
Design
We create designs that adapt to the capabilities of many devices and screen sizes. We create them 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.) We call that ‘atmosphere.’
You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder or development site with you and we’ll have regular, possibly daily contact by either phone, Skype, or email.
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 and may terminate this contract.
Text content
You have the responsibility of timely providing required content (text and images) and other information and documentation in the required format and that all written content is proofread. You are responsible for the accuracy and adequacy of information and content furnished for processing.
If copy writing services are being provided as part of this contract, this will use the information provided to develop copy for the site that sells your product or service and convinces prospective customers to take action.
Failure in this regard may cause a delay in the completion of the project due to possible interference with our other contractual obligations which may mean the move of agreed deadlines.
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 a separate estimate.
HTML and CSS Layout Templates
If the project includes HTML markup and CSS templates, we’ll develop these using valid HTML and CSS code. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software.
We will also test that these templates perform well on Apple’s iPad. We will not test old or abandoned browsers, for example, Microsoft Internet Explorer 6 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox, or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at our standard old browser rate for any necessary additional design work, development and testing.
Search engine optimisation (SEO)
Web site promotion is a complex area with many variables, and we don’t guarantee improvements to your website’s search engine ranking. We will use all relevant experience and expertise to implement search engine optimisation services on your web site to the best of our abilities and will endeavour to use techniques that we consider to be ethical. We will not be liable for any loss or damages arising, either directly or indirectly, from search engine rankings.
Changes and Revisions
We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind. The estimate/quotation prices at the beginning of this document are based on the amount of work we estimate we’ll need to accomplish everything that you have told us you want to achieve. If you do want to change your mind, add extra pages or templates or even add new functionality, that won’t be a problem. However, you will be charged accordingly and these additional costs will need to be agreed to before the extra work commences.
This additional work will affect deadlines and they will be moved accordingly. We’ll be upfront about all of this if and when it happens to make sure we’re all on the same page before proceeding. We may also ask you to put requests in writing so we can keep track of changes. If the nature or functions of the project change significantly throughout the process, we reserve the right to deem the current project cancelled.
At this point you will pay us in full for all the work we have done and may commission us to complete the new project based on the new requirements. This will require a new quote and contract.
Site Hosting
We provide the hosting services for your website including full email services if required via industry-standard service providers. We cannot guarantee uninterrupted or error-free service 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. However, we will always seek to remedy any issues as fast as we can. Websites and any associated databases are backed-up every 24 hours.
The monthly site hosting charges are paid one (1) month in advance on the 1st of every month starting from the 1st of the month in which the site goes live. This fee is not pro-rata, and no refunds are applied if the hosting is cancelled. It is agreed that this fee shall be paid by automatic payment via Internet Banking.
Payment schedule
We’re sure you understand how important it is as a small business that you pay the invoices which we issue electronically. Our payment terms are 10 days from the date of invoice by Direct Credit/Internet Banking. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule as shown below and on page 7 of this agreement. All prices are in New Zealand dollars and G.S.T is not incurred.
Once the site has been tested and is ready to go live, either with your content or placeholder images and dummy text, we will issue the final invoice. Once the final invoice is paid we will hand over the keys and show you how to put your own content in once it’s ready. If the final invoice is not paid within the credit terms we have given you, we are under no obligation to keep the site on our testing server or continue with the project in any way.
Legal stuff
We can’t guarantee that the functions contained in any web page templates or in a completed website will always 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, indirect, consequential or special loss arising out of the operation of, or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages however arising, whether under contract, in tort or otherwise.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Any party to this Agreement that signs these terms via digital means, by doing so confirms that they are bound in all capacities to these terms and conditions as if they had signed the terms and conditions as original copies.
Copyrights
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by your good selves or that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
You own text content, photographs, and other data you provided unless someone else owns them.
We own the markup, CSS, and other code together with any graphics and other visual elements that we created for this project, and we license it to you for use only for this project. The ‘design’ and any non-brand-specific graphics and photographs (known as stock images) are not necessarily exclusive in any instance. If any such material including software code, is utilised under license by us to provide functionality for the site, ownership in these instances is unable to be transferred.
We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles, and in books about web design.
Agreement Non-Exclusive
You acknowledge that the services provided are on a non-exclusive basis and we may accept projects from other clients to develop web solutions with the same or similar functionality to the web solution covered by this agreement and that we may replicate and exploit all techniques, structures, designs and individual modules of program code used in this project.
Confidentiality (Non-Disclosure)
We agree that all information concerning both parties’ business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, and other such information whether written, oral, or otherwise, will be kept confidential and only used for the sole purpose of performing the contractual services as herein defined in this document. Neither of us will disclose any confidential information to third parties without prior written consent of the other party except as may be required by law.
Finally
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.
If at any point during the Web Site Development Cycle you wish to cancel the project, you may do so by giving us thirty (30) days’ notice in writing. You will be invoiced an amount that we consider to be proportional to the amount of work completed on the project if over and above any monies already paid.
This agreement may also be terminated immediately by us in writing if you fail to remedy a breach of this agreement (including any provision as to payment) within fourteen (14) days of notice from us. You will be invoiced an amount that we consider to be proportional to the amount of work completed on the project if over and above any monies already paid.
Although the language is simple, the intentions are serious and this contract is a legal document under the exclusive jurisdiction of New Zealand courts.