Powdermill Studio – Terms & Conditions

Between Powdermill Studio and [customer name].

Summary:

We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down and agreed 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] (“You”) are hiring us Powdermill Studio (“We or Us”) to:

Design and develop a web site (and possibly other related graphical items), for the estimated total price of [total] as outlined in our email correspondence.

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 in a timely manner when we ask and provide it in the formats requested. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so if  deadlines are set, you’ll also be bound by dates we set together. You also agree to keep 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.

Design

We create look-and-feel designs, and layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively – possibly in any or all ‘live’ formats in HTML and CSS, directly in a CMS such as WordPress, or we may provide initial mock-ups as ‘static’ visuals (eg, in JPG format).

You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox or development site with you and we’ll have regular contact.

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 any costs we may have incurred, and terminate this contract.

Text and other content

Unless agreed separately, once the first iteration of the website is launched, we’re not responsible for further inputting text or images into your website system or creating every further pages on your website. We can provide an ongoing updating service and would be happy to provide an estimate for that if required.

We provide professional copywriting, editing, photography, illustration and image search/licencing services, so if you’d like us to create new content or input content for you, we can also provide a separate estimate for that.

Graphics and photographs

If required, you should supply graphic files in an editable, vector digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for and license photographs for you, we can provide a separate estimate for that.

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, Google, Microsoft, Firefox and Opera. We ensure our designs pass Google’s mobile-friendly test. We won’t test in other older browsers unless we have agreed separately to do so. If you need an enhanced design to work specifically in an older browser, we can provide a separate estimate for that.

Technical support

We also arrange hosting for many of our clients’ websites with trusted hosting companies so we can offer support for website hosting, email (if applicable) or other services relating to hosting. In fact we prefer that sites we build are hosted on our servers so we can give you the very best service with known back-end support from a trusted hosting provider.

You may already have professional hosting and you might even manage that hosting in-house; which is absolutely fine. If you don’t, we can set up your site on one of our servers, plus any statistical/analytical software such as Google Analytics you may require and we can provide a separate estimate for that.

If you have arranged hosting on your own server and wish us to look after the management of and liaison with your web hosting company, we can provide an estimate for that service.

Search engine optimisation (SEO)

The web pages that we develop are accessible to search engines. We do follow what we call a ‘common sense’ approach to SEO, in that files, folders and page addresses are all intuitively and helpfully named where appropriate. We provide professional copywriting and editing services and that can include optimising your content for specific keywords to help with SEO, and can also provide specific ongoing SEO monitoring and updating service and would be please to provide an estimate for that if required. If you provide copy, bear in mind likely search terms, words and phrases you feel your potential customers may use when searching for your company’s services.

Changes and revisions

We don’t want to limit your ability to change your mind. The price agreed for this contract is based on the number of days or weeks 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 and we’ll provide a separate estimate for the additional time involved.

Legal stuff

We’ll carry out our work in accordance with good industry practice and at the standard reasonably expected from a suitably experienced designer.

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.

Similarly, while we use established, reliable and respected hosting platforms, a quick look at the news in recent times will show that the potential for hacks and malware etc remains a possibility, whatever the size or sophistication of the website or web hosts. Again, in the event of a hosting failure, 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.

Intellectual property rights

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software, images and copy) and related rights, trademarks, service marks, 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.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by yourselves, or that you have 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 make available to 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. We may also place a discrete credit at the bottom of each web page, with a link back to our website.

Payment schedule

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 to the following payment schedule.

1: We ask for 33% upon confirmation that you wish to go ahead with the project

2: After 30 days, 33% upon approval of current state of progress, plus costs of any required WordPress plugins, Themes and image/video/asset licensing

3: Final balance, including any additional (pre-estimated) costs which may have been incurred, upon completion and when the website is ready to go live

We issue invoices electronically. Our payment terms are 14 days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in GBP and payments will be made at the equivalent conversion rate at the date the transfer is made.

You agree to pay all charges associated with international transfers of funds.

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 English and Welsh courts.

As always, we hope that all sounds fair, reasonable and makes sense.

We very much look forward to working with you.

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Signed by and on behalf of Powdermill Studio

Signed by and on behalf of [customer name]

Date

Everyone should sign above, or email their acceptance, and keep a copy for their records.

Niels Reynolds
t/a Powdermill Studio
Wood House
Fielden Road
Crowborough
East Sussex
TN6 1TR

T: +44 (0) 7751 300139

E: niels@powdermillstudio.co.uk

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This contract is based on: Contract Killer – the popular open-source contract for web professionals by Stuff & Nonsense