The popular open-source contract for web professionals by Stuff & Nonsense
- Originally published: 23rd December 2008
- Revised date: March 15th 2016
- Original post
Between Peaking Software LLC
And Quinn Alexander.
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.
You, Quinn Alexander, located at customer address (“You”) are hiring us, Peaking Software LLC (“We or Us”) to:
- Design and develop an iPhone app
For the estimated $4000 per two-week sprint as outlined in our previous correspondence.
Of course it’s a little more complicated, but we’ll get to that.
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 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 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 Xcode so we won’t waste time mocking up every template as a static visual.
You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder or Github repository with you and we’ll have regular, possibly daily 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 terminate this contract.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system.
You should supply graphic asset files and mockups from other designers in an editable, vector digital format.
We deliver native iOS apps using Swift and Xcode that adhere to Apple's Human Interface Guidelines (HIG). This isn't just a manual that nobody reads, this is what sets apart native iOS apps from web apps and Android apps. When we follow the HIG, it reduces time and risk which saves you money; Apple has already trained millions of customers to understand their UI patterns and they often provide the building-blocks for free.
For most projects, the iPhone is the most important device to target. But even the iPhone comes in many shapes and sizes. We use Apple's layout system whose goal is to target every size device from the smallest iPhone to the largest iPad. However, we won't necessarily test new features regularly on every device. If a new feature is designed well, it should scale to any size screen without making any accomodations for specific devcies.
If you are interested in automated testing on all devices, we can setup a Continuous Integration system that will help everyone sleep better at night.
It is standard practice to support only the most recent major version and the previous major version of iOS. This strategy makes your app available to more than 90% of active devices. However, we only actively test new features on the latest version of iOS. When we fix an issue that is isolated to the previous major version, it is usually because someone reported it. In general, it is uncommon for issues to arise that are isolated to the previous major version of iOS.
We’re not a genius bar or a developer operations team, so we aren't prepared to provide technical support to your customers or on-call support for your servers. Thankfully, iOS apps don't suddenly stop working unless your server stops working, so there is no need for us to monitor the iOS app.
We don’t guarantee improvements to your app’s App Store ranking, but we will always make recommendations when we see an opportunity for you to look more favorable to Apple.
We don’t want to limit your ability to change your mind. The purpose of a fixed-cost two-week sprint is to allow flexibility for both of us, but predictability for your costs. Good software is designed in iterations that help you find what works and change what doesn't before we spend a long time building the wrong thing. That's why we expect you to change your mind, even within a two-week sprint.
At the beginning of a sprint, we should all agree on one or two most-important tasks that we can deliver to customers by the end of the sprint. If a new feature is expected to take longer than one sprint, then we should find a way to do it in smaller steps that can be delivered before the whole feature is complete.
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.
Phew.
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.
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 compiled app bundle we design for you plus the visual elements that we create for it. We’ll provide you source files and finished files and you should keep them in a Git repository. You own all intellectual property rights of text, images, 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.
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’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.
Payment details
Payment schedule
We issue invoices electronically. Our payment terms are 14 days from the date of invoice. All proposals are quoted in USD and payments will be made at the equivalent conversion rate at the date the transfer is made.
If applicable, you agree to pay all charges associated with international transfers of funds. We reserve the right to charge interest on all overdue debts at the rate of 5% per month or part of a month. However, we prefer to stop work temporarily instead of charging interest. Just ask us to take a break before the bill is due.
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 California courts.
Signed by and on behalf of Peaking Software LLC Signed by and on behalf of Quinn Alexander Date date
Everyone should sign above and keep a copy for their records.