Between [company name]
And [customer name].
We’ll always do 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’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.
You customer name, located at customer address (“You”) are hiring us to:
- Develop a [website / web application], as outlined in the attached user stories.
Work will be billed on an hourly basis, but the estimated cost to complete the full scope of the work as outlined is ____. The work will be delivered and billed in a series of sprints as shown in the user stories. Billing will be done at the end of each sprint, and due x days later. Also at the end of each sprint, the remaining user stories ("product backlog") will be reviewed to determine if any changes are necessary.
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 dates 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 outlined in the user stories and we’ll do it all in a professional and timely manner. We'll notify you if new user stories are beyond our capability. 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’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person 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.
In modern software development, the ability for you to change your mind is essential. You may add, remove, or modify any user story in the product backlog at any time (though we may recommend otherwise), and you may ask for our best guess as to how this changes the estimated cost or delivery date. At the end of each sprint, we'll review with you the product backlog and the plan for the next sprint.
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.
Similarly, we may terminate this contract at any point if your payments are chronically late or your demands become unreasonable. You'll own the application as written at that point as defined in "Intellectual Property rights", below.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website.
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 for that.
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 deliver code compliant with web standards as defined by the world-wide web consortium. Every effort will be made to ensure a smooth experience across current versions of browsers made by Apple (Safari), Google (Chrome), Microsoft (Edge and Internet Explorer 11), and Mozilla (Firefox). This includes both mobile and desktop browsers. As a small company, we lack the resources to test across every possible browser and device. You may also wish to test on platforms commonly used by you or your customers.
We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines, and we use semantic markup to help optimize search rankings. If you wish to hire third-party SEO experts, we have the final say on any changes they recommend.
Code will be stored in a private GitHub repository which will also be used for issue tracking.
[rest of this to be determined on a project-by-project basis.]
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up 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.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by you, 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 application we build. 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 reserve the right to reuse code written for this project in other projects.
We reserve the right to include descriptions and/or links to this work on our portfolio and in articles on websites, in magazine articles and in books.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. Failure to pay in a timely manner may result in cessation of any ongoing work until such time as payment is received.
Payment details
Payment is due at the end of every sprint, billed at a rate of $80 per hour worked.
Payment schedule
We issue invoices electronically. Our payment terms are [number] days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in [currency] 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. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of [percentage] per month or part of a month.
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 Canadian law.
Signed by and on behalf of company name Signed by and on behalf of **customer name Date date
Everyone should sign above and keep a copy for their records.