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 agree to give me everything that I need to complete the project (including text, images and other information) as and when we need it and in the format that I ask for. You agree to review my work and provide feedback and approval in a timely manner. Deadlines work two ways, so you’ll 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.
Me: I have the experience and ability to do everything that I have agreed with you, as detailed in our previous correspondence and the official estimates I have provided to you. I will complete all of the work in a professional and timely manner. I’ll endeavour to meet every deadline that is set and, on top of that, I’ll maintain confidentiality of everything that you give to me. If, however, at any stage you have been late in supplying necessary materials or have not approved my work on time, I can’t be held responsible or accountable for a missed launch date or deadline.
2: Payment
Client agrees to commit to payment in full on all packages or retainers at the time of signing of this agreement.
3: Estimates
Estimates are valid for 30 days from the date they are first provided. Refunds are not available if the Service Provider takes any vacation time or takes national holidays, as works requested will still be completed in time to allow for these necessary breaks.
4: Client Responsibility
Client understands that Service Provider is not an employee, and that this will be a collaborative, professional relationship of equals, as in a partnership, where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the partnership, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests, and communications from Service Provider in a timely manner.
Client understands that Service Provider is a business with other clients to service and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of Clients will not constitute an emergency for Service Provider. Client understands that Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality of work.
The Client should allow for at least three-to-five (3-5) working days before proposed individual tasks are to be due, and working files (such as copy, images, dimensions etc) needed from Client by the Service Provider to complete said tasks are required at least 7 working days before the tasks due date. This does not mean that all tasks discussed in our discovery call will be completed within 3-5 days of the retainer starting.
From the date we begin, we will collaboratively plan realistic due dates throughout that initial month for the work discussed in our initial discovery call (or the coming months if appropriate for larger scale projects).
5: Office Hours & Communication
Office hours are between the hours of 10am to 6pm GMT (8 hours ahead of Pacific, 5 hours Eastern, 5 hours Montreal and 1 hour behind Europe) Monday, Tuesday, Wednesday and Thursday. Holidays are by request only and will be worked or taken off under the Service Provider's discretion.
Email and project management conversations are the main source of communication between Client and Service Provider. Zoom/Whereby calls must be booked in advance within Service Provider's office hours and all calls must be prescheduled no less than 48 hours prior. Cancellation requires a minimum of 12 hours advance notice. Missed meetings or cancellations without sufficient notice will bill 30 minutes to Client against their retainer (value £50 GBP).
6: Project Completion
Basic office support receives 24 - 48 hour attention Monday - Friday. Each new or special project requires minimum of seven (7) days lead time. Client will provide sufficient notice and allow for reasonable time frames for project completions.
Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to 25% surcharge for rush fees. Service Provider reserves the right to refuse any project or service request.
7: Materials & Information
Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for Service Provider to perform or complete the contracted services or project.
Where Client provides us materials in the course of the project, Client guarantees that they own them or have been given permission to use them. Ownership of these materials will remain with Client (or the persons who licensed them to you) at all times. Client grants us a royalty-free licence to use them for the project and to retain copies in our business records.
We will not be responsible for any damage or consequences if the materials you provided infringe someone else’s rights or are unlawful or illegal. Client will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to Client's materials being infringing, unlawful or illegal in any country.
Design Revisions
When creating any graphics, I will work to provide you with one concept that I feel encapsulates all that we have spoken about in our discussions, calls, and previous written communications.
Working together on this project, Client may make up to 1 major rounds of revisions and 2 minor revisions on the final design of each item. If Client is not happy with the designs at this stage, Client will pay in full for all of the work that produced until that point and Client may either cancel this contract or continue to commission to make further design revisions at the daily rate set out at the time of commission.
Text Content
I am not responsible for writing any text copy. Content should be provided as near to the beginning of the process as possible to allow me to see exactly how this content interacts and is placed within the design. Should Client need help or advice with the content for your website, I am happy to recommend a list of copywriters whose work I approve of and who would be well suited to help you.
Photographs and Visual Imagery
Client should supply graphic files in an editable, vector digital format. Client should supply photographs in as high a resolution as possible. If Client chooses to buy stock photographs, I can recommend stock libraries to look at. Unless otherwise stated, the cost for visual imagery on top of what you supply is not included in the estimate, but I can provide a separate, official estimate if desired.
8: Expenses
Expenses incurred on behalf of Client are NOT included in any fees and will be billed to Client. Reimbursable expenses may include, but not limited to, payments made to vendors for subscription services, travel or tools. All extra expenses required will be discussed with Client prior to purchase and will then be added to the next monthly invoice.
9: Delivery
Completed projects will be delivered via Google Drive, email, or your preferred project management system.
10: Accuracy
Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofreading and accuracy. Service Provider is not responsible for errors, typos or omissions in Client's source material and/or working files. Service Provider is not responsible for tech support or errors/failures of any third party products/tools/servers/systems/materials or anything deemed as such, being used for any particular task.
11: Payment Schedule & Payment Options
MasterCard or VISA are accepted and payment is processed through our merchant account with Square (via Dubsado invoices) on the day of invoice payment.
The price for your package of design support is {{job.invoice | total}}.
Please note that for any estimates with a price of under £1000, the payment is required in full before the project will start.
Any requests for extra work or changes to the project will be estimated for and, if agreed upon, added to the final invoice's total, or set up as a new invoice if all previous fees have been paid. But don’t worry - no extra charges will appear on top of the original, official estimate without consulting you first.
12: NSF Fees
There is a £35 GBP NSF (insufficient funds) fee for declined or returned payments.
13: Late Payments
Payments not received by due date will result in work cessation. Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid. Any payments over 7 days late will incur a late payment fee of 5% of that invoice portion. For example, a late payment of £1000 will result in 5% (£50) of that amount being added to an additional invoice at the end of that billing period. 5% will then continue to be added for every further 7 calendar days the payment continues to be late.
14: Lien
All material or property belonging to Client, as well as work performed, may be retained as security until all just claims against Client are satisfied.
15: Late Fees
Clients who consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflows, increase administrative time, and prevent Service Provider from working to optimum standards and serving other clients in a fair and equal manner. Service Provider reserves the right to impose late fees and/or increase rates of Clients who fall into this category.
16: Property
All billing (including invoices, statements, and estimates) reports are provided as a convenience to Client at the discretion of Service Provider.
17: Accuracy of Information
Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and that Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client.
18: Indemnification / Release of Liability
Client shall indemnify, defend and save Service Provider harmless from any and all suits, costs, damages, or proceedings, including, but not limited to, Service Provider's services, pertaining to any and all litigation in which the Client is a party.
Client shall pay all expenses incurred by Service Provider including, but not limited to, all attorneys' fees, costs and expenses incurred should Service Provider be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys' fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client.
This agreement to indemnify Service Provider is not limited to any acts or omissions, statements or representations made by Service Provider in the performance and / or non-performance of Service Provider's duties here under and relating to all contractual liabilities, which may be alleged or imposed against Service Provider.
In the absence of negligence, however, Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, not for unauthorized use by others of such property. Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruptions, loss of information, plagiarism, etc. Service Provider will not be held liable for typographical omissions or errors.
We also specifically will not be responsible or liable to you for damages or loss caused by:
- your use of the designs and deliverables in ways that are not covered by the licences we grant to you;
- anything completed by us on your instructions, or using materials you provided to us;
- any breach of these terms and conditions by you;
- any legal, governmental, contractual or other approvals that were required but which you did not obtain,
and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.
19: Term / Termination
Either party may terminate this agreement upon 14 days written notice to the other party. Provided, however, that each party may terminate the agreement immediately without prior notice in the event of a breach of this agreement by the other party. Upon termination, Service Provider shall invoice Client for any payment due, and payment will be due immediately upon receipt.
20: Expiration / Modification
The agreement shall remain in effect for the duration of the working relationship until such time as one or the other party provides written notice of cancellation. This agreement may be modified or amended as necessary after negotiations initiated by either Party. If agreement is reached, only a written instrument signed by both parties will modify or amend this agreement.
Client understands that if a period of thirty (30) consecutive days without any communication in response to an email, message, Zoom/Whereby call or other form of communication effort made from the Service Provider should pass, this agreement and project will automatically terminate null and void. This is to protect both parties time and deadlines.
21: Non-Disclosure and Non-Solicitation
Service Provider shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to the Client, including but not limited to customer lists, contacts, financial data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.
23: Force Majeure
Neither Client nor us shall be liable for failure to perform our part of the contract, if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of God, epidemic, pandemic, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, government lockdown or closedown, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service).
24: Copyrights
You guarantee to me that any elements of text, graphics or photos, designs, trademarks, or other artwork that you provide to me for inclusion in the website or design are either owned by yourself or that you have permission to use them.
When your final payment is cleared, copyright is automatically assigned as follows:
- Client will own the graphics and other visual elements that I create for this project.
- I will give Client source files and finished files and these should be kept safe, as I’m not required to keep a copy.
- Client owns all elements of text, images and data that Client has provided unless someone else owns them.
- Rachilli Creative Studio will own the unique combination of these elements that constitutes a complete design and/or website build. I own the combination of graphics styles that constitutes a concept and design, markup, CSS and other code and I license it to you for use on only this project, unless otherwise stated. I can provide you with a separate estimate for this if you would like it.
25: No transfer of this contract
Client cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions.
We cannot transfer, assign or novate this contract without your advance permission in writing, except to a company or business in which we or our ultimate owners have a majority ownership interest.
26: Proudly displaying my work
I love to show off work that I create. Not only does it let me show potential clients the great work that I do - and get me more work in the door - but it also offers you the chance to get more publicity for your project. I’d love to be able to put the work I do for [] in my publicly-viewable portfolio, where I explain in detail about the work I’ve completed for you. This will always include links to the “real thing” and will only ever be put there if you give me the go-ahead.
27: The Small Print
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.
We are an independent contractor and not your employee, and thus, any laws by which ownership of copyright in works created by an employee is automatically transferred to the employer do not apply (whether the work-for-hire principle under US copyright law or other laws anywhere in the world).
This contract and all matters arising from it are governed by UK law.
The courts of the United Kingdom are the most appropriate and convenient courts to settle any dispute connected with this contract (including a dispute regarding the validity, existence or termination of the contract), and the courts of United Kingdom have exclusive jurisdiction to settle any dispute arising from or connected with this contract.
Rachilli Creative Studio may amend these terms and conditions at any time without prior notice.
A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit.
This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.
Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B), or any other worldwide equivalent laws, to enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
