Terms.
Between us, Flavr Ltd,
and you, (The Client).
Summary:
We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.
In short
You, (The Client), are hiring us, (Flavr, located at The Studio, Old Winton Road, Andover, UK) to design and develop content for (The Project) for the estimated, base price of (The Total) 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?
As our client, you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner, too. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner.
Along the way we will endeavor to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this we will also maintain the confidentiality of any information that you give us and trust that, in return, any creative and technical ideas we provide you are treated similarly and remain just between us.
Getting down to the nitty-gritty
Design
We will create designs for the look-and-feel, layout and functionality of your campaign. This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at the daily rate set out in our original estimate.
The Flavr Design Process
Flavr will ask the (The Client) for initial involvement during this process to discuss the projects intended aesthetics - detailing the style and direction in which you envision the campaigns look and feel.
From these observations Flavr will continue to create a series of design styles and mockups (usually -but not limited to- 2 initial ideas). These ideas are then submitted for (The Client) feedback and comments. The chosen design may then be revised and modified with any changes that (The Client) sees fit, however this process is not unlimited and Flavr has found that a final direction is normally achieved within 3 iterations, including the initial design. Taking careful note of (The Client)’s feedback, the design process is largely driven by Flavr and we ensure that the finished design is functional and that your targeted audience relates to it.
Once the final design is established, (The Client) will then be asked to sign off on this design. Once the coding is complete Flavr will ask (The Client) to once more review each element of the project content to ensure that you are happy and satisfied. To adhere as closely as possible to the schedule outlined below, Flavr requests that all (The Client)’s feedback is submitted to us via Teambox within 2 business days. A final round of minor revisions and corrections will be conducted. Once the (The Client) is satisfied, you must sign off the project as completed (see schedule below).
XHTML/CSS layout templates
If the project includes XHTML or HTML markup and CSS templates, we will develop these using valid XHTML 1.0 Strict markup and CSS2.1 + 3 for styling. We will test all our markup and CSS in current versions of all major browsers including those made by Apple, Microsoft, Mozilla and Opera. We will also test to ensure that pages will display visually in a ʻsimilar’, albeit not necessarily an identical way, in other browsers.
We will not test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 5 or 6 for Windows or previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need to show the same or similar visual design to visitors using these older browsers, we will charge you at the daily rate set out in our original estimate for any necessary additional code and its testing.
Text Content
We may have written a best-seller but we’re not responsible for writing or inputting any text copy unless we specified it in the original estimate. We’ll be happy to help though, and in addition to the estimate we will charge you at £50 ($85) per hour for copy writing or content input.
Photographs
You will supply us photographs either in digital or printed format. If you choose to buy stock photographs we can suggest vendors of stock photography. Any time we spend searching for appropriate photographs will be charged at £50 ($85) per hour.
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 price at the beginning of this document are based on the number of days that 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, elements or even add new functionality, that won’t be a problem. You will be charged the hourly rate of £50 ($85) unless otherwise negotiated. Along the way we might ask you to put requests in writing so we can keep track of changes (either by Teambox - or just send us a quick email).
Technical support
You may already have professional website hosting, you might even manage that hosting in-house; if that’s the case, great. If you don’t manage your own website hosting, we can set up an account for you in our own secure datacenter. We will charge you a one-off fee for installing your site on one of our server, plus any statistics software such as Mint or Google Analytics; then the updates to, and management of that server, plus any support issues will be up to you. A monthly charge for hosting services will apply.
SEO support
We also offer on-going SEO support involving careful analysis of your websites performance as well as the keywords and terms used by your target audience to find similar sites, using this information recorded on a monthly basis we alter your websites content accordingly to best effect its ranking. Monthly SEO packages are available from £600 ($1000).
Legal stuff
We can’t guarantee that the functions contained in any Web Page or in a completed Website or Social Media 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, consequential or special damages 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.
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.
Once the final completed project is signed off by (The Client), Flavr takes no responsibility for any errors caused by poor administration (if administered by anyone other than Flavr), user error or high numbers of unanticipated traffic. Nor can Flavr be held responsible for any server downtime beyond Flavr’s control. If downtime exceeds what Flavr deems to be unacceptable (usually that exceeding 48 hrs), the site will be immediately moved to new servers at the expense of Flavr. Although very unlikely, it is nonetheless occasionally unavoidable that downtime may approach 48 hours, and clients are advised to accept that under such extraordinary circumstances Flavr cannot be held responsible for such an event. Flavr is not liable for any loss of sales, profits or publicity caused by server downtime.
Any errors caused by a coding error will be, of course, rectified at Flavr’s expense. Flavr cannot take any responsibility for the occasional unnoticed user error, however these will be rectified to a high standard which Flavr deems acceptable.
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 project 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 XHTML markup, CSS and other code and we license it to you for use on only this project.
Of course, we’re always happy to help out with marketing ideas, design and layout, and media placement.
We love to show off our work and share what we have learned with other people, so we also 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 digital media or marketing.
(The Client) will own copyright of any design work; such design work cannot be reproduced in anyway to represent any company or organization other than (The Client).
Due to legal issues it faces itself, all coding and markup of the sites that Flavr produces, its techniques and resources, must and will always remain the property of Flavr and its 3rd-party associates. The code for the (The Client) project must not be replicated or reproduced in any form without consent from Flavr. The project content cannot be transferred to any other agency to manage without receiving prior consent from Flavr.
Flavr Portfolio
Flavr reserves the right to showcase the work that it produces, whether this be on its own website, printed magazines or books authored by Flavr. A “created with Flavr” link may be placed in the footer of any project work but must also be discreet. This is considered to be standard and indeed common practice within the digital design industry. Specific content deemed to be proprietary in nature to (The Client) will be regarded as private and will not appear within the Flavr portfolio or literature it produces without previous consent from (The Client).
Payments
We are sure you understand how important it is 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.
But where is all the horrible small print?
Just like a parking ticket, you cannot 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 English courts. Oh, and don’t forget those men with big dogs.