The popular open-source contract for web professionals by Stuff & Nonsense
- Originally published: 23rd December 2008
- Revised date: March 15th 2016
- Original post
Project Name - [PROJECT NAME]
Commissioned by - [CLIENT NAME]
Project Start Date - [START DATE]
This is a contract between myself, [MY NAME], and you, [CLIENT NAME].
For the purpose of this document, the following definitions apply:
I, Me, Myself, My - [MY NAME] of [MY ADDRESS]
You, Yourself, Your - [CLIENT NAME] of [CLIENT REGISTERED ADDRESS]
I will always do my 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. I have no desire to trick you into signing something that you might later regret.
What I do want to do is what is best for both parties - both now, and in the future.
You [CLIENT NAME], located at [CLIENT ADDRESS], are hiring me, [MY NAME], to:
- Design and develop a web site
For the total price of [PROJECT TOTAL], as outlined in our previous correspondence.
You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give me the assets and information I tell you I need to complete the project.
You’ll do this when I ask and provide it in the formats I ask for.
You’ll review my 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.
I have the experience and ability to do everything I’ve agreed with you, and will do it all in a professional and timely manner. I’ll endeavour to meet every deadline that’s set and, on top of that, I’ll maintain the confidentiality of everything you give me.
I create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. I create designs iteratively and use predominantly HTML and CSS so I won’t waste time mocking up every template as a static visual. I may use visuals to indicate a creative direction (colour, texture and typography).
You’ll have plenty of opportunities to review our work and provide feedback. I’ll either share a Dropbox, Google Drive folder or Github repository or development site 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 the project is taking, you’ll pay me in full for the time I’ve spent working with you until that point and terminate this contract.
Unless agreed separately, I'm not responsible for inputting text or images into your content management system or creating every page on your website. I provide professional copywriting and editing services, so if you’d like me to create new content or input content for you, I can provide a separate estimate for that.
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, I can suggest stock libraries. If you’d like me to search for photographs for you, I can provide a separate estimate for that.
I deliver web page types developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.
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.
I test my work in current versions of major desktop browsers including those made by:
- Apple (Safari);
- Google (Chrome);
- Microsoft (Edge);
- Mozilla {Firefox), and;
- Opera.
I’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. I won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, I can provide a separate estimate for that.
Mobile browser testing using popular smaller 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. I test my designs in:
iOS 9: Safari, Google Chrome Android: Google Chrome on Android Emulator
I won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need me to test using these, I can provide a separate estimate for that.
I am not a website hosting company, so don't offer support for website hosting, email or other services relating to hosting. You may already have professional hosting; if you do, great. If you don't, I can setup an account for you at one of my preferred hosting providers.
I will setup your site on your server, plus any statistics software such as Google Analytics and will provide a separate invoice for this. The updates to, and management of that server, will be up to you.
If maintenance, updates and management of hosting servers - including website hosting, email or other hosting-related services - are required, I can invoice separately for those services.
I don’t guarantee improvements to your website’s search engine ranking, but the web pages that I develop are accessible to search engines and are 'search engine optimised' according to the algorithms believed to be in place at the time the project is finalised. SEO is a complicated and on-going process. It is important to understand that it is not a one-off fix.
I don’t want to limit your ability to change your mind.
The price at the beginning of this contract is based on the number of weeks that I estimate I will need to accomplish everything you've told me that you want to achieve.
If you want to change your mind or add anything new, and it is envisaged that this will increase the number of weeks to complete the project, I reserve the right to provide a separate estimate and invoice for those additional weeks.
I’ll carry out my work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, I can’t guarantee that my work will be error-free and so I 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 me of them.
Your liability to me will also be limited to the amount of fees payable under this contract and you won’t be liable to me or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if I’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.
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 yourselves, or that you have permission to use them. When you provide text, images or other artwork to me, you agree to protect me from any claim by a third party that I'm using their intellectual property.
I guarantee that all elements of the work I deliver to you are either owned by me or I’ve obtained permission to provide them to you. When I provide text, images or other artwork to you, I 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, I’ll assign all intellectual property rights to you as follows:
You’ll own the website I design for you plus the visual elements that I create for it. I’ll give you source files and finished files and you should keep them somewhere safe as I'm 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.
I’ll own any intellectual property rights I’ve developed prior to, or developed separately from this project and not paid for by you. I’ll own the unique combination of these elements that constitutes a complete design and I’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
I'm proud of my work and love to show it off. I reserve the right to display all aspects of my creative work, including sketches, work-in-progress designs and the completed project on my portfolio and in articles on websites, in magazine articles and in books.
I reserve the right to include a development credit and link displayed on your web site and/or embedded within the code of the web site. This credit link must not be removed or edited by you or a third party without prior written permission from myself.
I’m sure you understand how important it is as a freelancer that you promptly pay the invoices that I send you. The following payment schedule will be used for the lifetime of this project:
[PAYMENT DETAILS]
[PAYMENT SCHEDULE]
I issue invoices electronically. Payment terms are stated on each invoice, with payments due to be paid via BACS or the SWIFT international payments system. Alternative methods, such as PayPal, may be accepted if agreed. All proposals and invoices are stated in Pounds Sterling (£, 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. The appropriate bank account details will be printed on all electronic invoices.
In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, I reserve the right to charge interest on all overdue debts at the rate of 8% over and above the Bank of England interest rate. Where Debt Recovery methods have to be enforced, I reserve the right to apply additional charges as set out by late payment legislation.
As was stated in the summary, there is no lengthy legalese paragraphs or confusing jargon. Although the language is simplistic, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the Courts of England and Wales.
This contract stays in place and need not be renewed. If, for some reason, any part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Neither party 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.
Signed by and on behalf of [MY NAME]
Signed by and on behalf of [CLIENT NAME]
On
Everyone should sign above and keep a copy for their records.