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The latest version of my ‘killer contract’ for web designers and developers

View Contract Killer 3.md

Contract Killer

The popular open-source contract for web designers and developers by Stuff & Nonsense

  • Originally published: 23/12/2008
  • Revised date: 15/12/2013
  • Original post

Between us [company name] and you [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 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] are hiring us ([company name]) located at [company address] to [design and develop a web site] for the estimated total price of [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?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us everything we need to complete the project as and when and in the format we need it. 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.

Getting down to the nitty gritty

Design

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 HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.) We call that ‘design atmosphere.’

You’ll have plenty of opportunities to review our work and provide feedback. We’ll share our working Dropbox with you and have regular, possibly daily contact. If, at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract.

Text content

We’re not responsible for writing or inputting any text copy. If you’d like us to write new content or input text for you, we can provide a separate estimate for that.

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 for that.

HTML, CSS and JavaScript

We deliver web page types developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.

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.

Desktop browser testing

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), Mozilla Firefox and Opera. We’ll also test to ensure Microsoft Internet Explorer 9 for Windows users get an appropriate, possibly different, experience. We’ll implement a single column design for older versions of Internet Explorer and we won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

Mobile browser testing

Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:

iOS: Safari, Google Chrome Android 4.x: Google Chrome and Firefox

We currently don’t test Blackberry, Opera Mini/Mobile, Windows Phone or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.

Technical support

We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.

Changes and revisions

We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the length of time 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 as we’ll provide a separate estimate for that.

Legal stuff

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. 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.

Copyrights

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.

Then, when your final payment has cleared, copyright will be automatically assigned as follows:

You’ll own the visual elements that we create for this project. 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 elements of text, images and data you provided, unless someone else owns them.

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 and share what we’ve learned with other people, so we reserve the right, with your permission, to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books.

Payments

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 schedule]

But where’s all the horrible small print?

Just like a parking ticket, you can’t 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 and Welsh] courts.

Oh and don’t forget those men with big dogs.

The dotted line

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.

Awesome! Where would we be without having a portion on browser testing.

For technical support and or maintenance I include a separate contract that states the guidelines of the support/maintenance I provide plus the time allowed for certain tasks like quick content changes for example. Also included is a payment schedule explanation if the service is desired by the client.

Something missing from this paragraph:

"We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that."

Should read like this, perhaps:

"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."

Speel Chek pleez. taNks.

If you work several times with the same client (different projects), do you make him sign this contract each time ?

Anyone know of a French version of this?

maban commented

Here's a section I've added to my version of this contract before Technical Support:

Search Engine Optimisation

We cannot guarantee any improvement to a search engine ranking, nor can we promise to get a site higher up or to the 'top of Google', but we build every site in a way that is accessible to search engines in an effort to increase its chances.

@squaremunkey look here : http://shoogledesigns.com

My modified version for more dev2dev business (I use it for the cooperation on ThemeForest themes): https://gist.github.com/primozcigler/6885010

For professionalism's sake, JavaScript is styled... well, JavaScript (capital S).

I'm not native English, what does "those men with big dogs" mean? Thanks.

...And why is Scottish jurisdiction left out? Northern Ireland? By some chance, you would not bet too much on UK? ;)

Great work as always Andy, might I recommend though saying "Graphics and/or Photographs", as Photographs obviously won't be in vector format, but in raster and graphics will (generally) be vector?

This is so helpful! Thanks Andy. It gets the job done for me :)

Super helpful, thanks!

Could someone clarify this line please: "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." What is the benefit of licencing vs giving them full ownership? After all, they paid for it.

@klekerko: you make more money long term(as in you charge them $200/yr to use your custom w/e you created for them.) if they continue to use it, as well as they cannot change it or take complete ownership of the item.

Many many of the above questions are answered in a Smashing Magazine post about this contract.

http://www.smashingmagazine.com/2013/01/16/killing-contracts-interview-andy-clarke/

@malarkey I found this contract very usefull and I really want to thank you.
I've got a kind of "contract-generator" idea in my head (multi language, choose sections, replace name/client, ...). Do I have your blessing to go with it and try to launch some kind of website/service for freelancers ? Of course the code will be on Github ;)
Thank you for your answer !
Romain from Belgium

Thank you Andy, for this incredibly useful contract, a very refreshing, understandable and non-misleading piece of work.

Amazing Andrew, thanks!

Typo: We’ll always do our best to fulfill* your needs

I'm guessing there's a missing line break on the second-to-last line, i.e. between "Signed by and on behalf of [company name]" and "Signed by and on behalf of [customer name] Date [date]".

awesome

thanks!

@zethussuen:
British spelling: "fulfil"
American spelling: "fulfill"

This is very useful!

I really like this kind of approach! Simple but serious!
Also, this sentence made me smile a big one. "Oh and don’t forget those men with big dogs."
Anyways, thanks very much!

Thank you for this!
Here's a Portuguese translation: https://gist.github.com/jeromefaria/11246657

Amazing, thanks a lot for that. @jeromefaria muito obrigado!

Amazing. Looking for such thing for a long time. Thank you very much!

I provide hosting & management for websites that I build so I have started to draft a hosting paragraph, here is the first cut: https://gist.github.com/MikeRawlins/240ac2138412cb855de0#file-hosting-contract-killer suggestions, edits etc. all welcome

Thanks, this is invaluable to ones starting out in this industry! I'd be interested to see an example of a brief one day, if that's not to commercially sensitive. And do you have to specify what breed of big dog?

Is this document legal in Scotland?

Thank you, Andy!

@giulianoliker: to answer your question directly. The client I'd paying for your professional experience to design something, they aren't paying for the design in most cases. If you hand over all rights to them, they can take your design and turn around and sell it, templatize it, and do anything they please with it, you would then have no connection to the design anymore. No credit or royalties of any kind, because it is not your anymore.

When working in house that is what usually is signed at the onset of your employment that anything you design is the property of the company, so really it depends on what contract you sign for who and when. Personally keeping ownership of the design allows me the ability to reuse ux design patterns, teach others, showcase work, and demonstrate principles, each of those, and more, could get you in legal trouble if you don't still own the designs.

On the flip side there is usually verbiage that states if you design something for someone you won't use that design again. Contracts are really there to protect both parties.

Wow, great work! You inspired me and I have started to work on a norwegian translation: https://gist.github.com/toreae/2a20a3e0b86bcfebc0fa

Yeah, super with Norwegian translation. However have anybody created a Danish version - just before I make a translation?

Nice, this template was very handy. Big ups :smile:

@giulianoliker && @coltpini :
Don't forget the UK I.P. law, by default anything a designer designs is owned by the designer unless agreed otherwise: https://www.gov.uk/ownership-of-copyright-works, https://www.gov.uk/copyright

I am assuming this contract is valid in the U.S, correct?

Here is ultra basic Contract Killer generator, if you are in hurry : Contact Killer 3 Generator

@jsgthomson I'm looking in to the differences between Scotland & rest of the UK when it comes to contract law. I use this, if something ends up going legal then it is at least an agreement between me and the client.

Before I started web development, I was in legal and I can say, without hesitation, this is the "friendliest", simplest "killer" contract I have seen to date. Gone is the legalese that leaves clients flustered. It's clear cut and both parties understand unequivocally what is expected of them. I also love the phrase "we can provide a separate estimate for that" with regard to re-design. It lets the client know in the nicest way that further editions will be charged for. Love it. Stealing it. A huge thank you for sharing it and for allowing us to use it. Blessings :)

I built this the other day: http://labs.siamkreative.com/contract-killer-generator/. This simple tools allow anyone to create a contract based on Contract Killer v3. It offers a sleek user interface to edit the contract terms, and you can also export to PDF.

ngbrown commented

I understand that any reuse of the contract should include the creative commons license text? It would be helpful if it was included. Here is the text and logo for Creative Commons Attribution-ShareAlike 4.0 International License:

<a rel="license" href="http://creativecommons.org/licenses/by-sa/4.0/"><img alt="Creative Commons License" style="border-width:0" src="https://i.creativecommons.org/l/by-sa/4.0/88x31.png" /></a><br /><span xmlns:dct="http://purl.org/dc/terms/" href="http://purl.org/dc/dcmitype/Text" property="dct:title" rel="dct:type">This contract</span> by <a xmlns:cc="http://creativecommons.org/ns#" href="http://stuffandnonsense.co.uk/projects/contract-killer/" property="cc:attributionName" rel="cc:attributionURL">Stuff & Nonsense</a> is licensed under a <a rel="license" href="http://creativecommons.org/licenses/by-sa/4.0/">Creative Commons Attribution-ShareAlike 4.0 International License</a>.

It looks like this:

Creative Commons License
This contract by Stuff & Nonsense is licensed under a Creative Commons Attribution-ShareAlike 4.0 International License.

mbk23 commented

@SiamKreative, thanks for the generator! Saves a lot of trouble.

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