Summary:
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.
So in short;
You (Customer Name), are hiring us (Alpha Pixa) (“We or Us”) to:
Design and develop a website. Of course it’s a little more complicated, but we’ll get to that.
What do both parties agree to?
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 in this document.
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 details
1. Design
We create designs and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’ You’ll have plenty of opportunities to review our work and provide feedback. We’ll share a Trello Board or development site with you and we’ll have regular 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.
Text content
Unless specified in the Project Proposal, we’re not responsible for inputting all text into your content management system or creating every page on your website. For instance, if your website will contain a Blog and you have 100 articles to be published, we will set up the Blog page and categories, as well as populating a few sample articles for you. We will show you how to publish the remaining blog posts. We will expect you to provide the text for the website. We can provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate estimate for that.
Graphics and 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. Unless specified in the Project Proposal, we have not included the cost of purchasing stock photography.
Acceptance
At the “sign-off” stage the customer will be presented with the completed design (either as a PDF or as a live demo hosted on a temporary domain). Such materials will be deemed as acceptable and approved unless the Customer notifies Alpha Pixa to the contrary within 10 working days of the date the materials were made available.
2 Testing
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. We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge) and Mozilla Firefox. We won’t test in older browsers unless we agreed separately.
Mobile browser testing
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. We test our designs using developer tools that allow us to emulate a variety of screen sizes.
Search engine optimisation (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines.
3 Changes and revisions
We don’t want to limit your ability to change your mind. The quote provided at the beginning of this contract is based on the number of days/weeks that 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 those additional days/weeks.
4 Website Support
If we are providing Hosting services, this is supplied via a third-party. We will endeavour to solve any hosting issues on your behalf in a timely manner but we cannot adhere to specific service level agreements unless explicitly included in your contract.
Support Packages are invoiced in advance of the renewal date. There is no cancellation period and the support agreement may be terminated at any time without penalty. However, any remaining days that have been paid for in advance, will not be subject to a refund.
5 Legal stuff
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.
We cannot be held liable to you or any third-party in relation to compliance or non-compliance of the website with any law or act, such as privacy and accessibility laws. It is your responsibility to provide all privacy statements, terms and conditions, disclaimers, accessibility statements and any other such statements for your website.
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.
The Customer agrees that it shall defend, indemnify, save and hold Alpha Pixa harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Alpha Pixa, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Customer, its agents, employees or assigns. The Customer agrees to defend, indemnify and hold harmless Alpha Pixa against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Alpha Pixa; any material infringing or allegedly infringing on the proprietary rights of a third party or causing a copyright infringement and any defective products sold to customer from Alpha Pixa’s or its partners’ servers.
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.
Intellectual property rights
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 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.
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 website we design for you plus the visual elements that we create for it. 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’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.
Displaying our work
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.
6 Payment schedule
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.
For fixed price contracts, 40% in advance, 30% when live demo website ready, 30% at the end of the project.
For hourly projects, €1000 deposit and then monthly invoices based on actual hours used.
We issue invoices via email from Revolut, for payment by bank transfer. Our payment terms are 7 days from the date of invoice.
We reserve the right to charge interest on all overdue debts at the rate of 1% per month or part of a month.
But where’s all the horrible small print?
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 Irish courts.