Clark CX Ltd: Standard Terms of Business
- Document version: 1.8
- Date: September 16, 2020
- Updates to this version
Thank you for choosing to work with me. I appreciate the opportunity and promise to do my best to meet, and hopefully exceed, your expectations. In the interest of clarity and an effective working arrangement please take a moment to read the following terms of business as they apply to any and all business dealing between you and me.
You (Client Name, Client Company Number) are hiring me (Clark CX Ltd, 08017577 to provide design consultancy and digital development services as set out in one or more numbered estimates / scope of work documents I will provide to you. Unless otherwise agreed in writing I will give you a fixed cost for a fixed project specification. That means: If it’s not on the list of project outputs I’ve provided, it’s not included in the cost. If you have provided the scope of work to me I must have accepted it in writing. If I haven’t accepted it in writing, I haven’t accepted it at all.
Of course there’s a few other things we should go over…
As my customer, you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide me with everything that I need to complete the project including text, images, access to code repositories and other information as and when I need it. You agree to review the work, provide feedback and sign-off approval in a timely manner too. You also agree to stick to the payment terms set out below.
I have the experience and ability to perform the services you need from me and I will carry them out in a professional and timely manner. Along the way I will aim to meet all the deadlines set but I can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off the work on-time at any stage.
There are various types of work I may undertake for you including the following.
Digital design and development
You may ask me to design and develop certain digital asset(s) (e.g. a WordPress theme and/or plugins) for your use or the use of your direct client. I will provide you with a cost estimate for this work based on the information and design files you provide to me. If I am working from your design and you amend the requirements or design after the estimate is provided to you there may be additional costs. I will always ask for your approval in writing prior to carrying out work that will incur additional costs.
Website content and privacy notices
Consultancy and Ad-hoc support
You may ask me to provide ad-hoc support for you and your team which relates to one or more live websites or digital products. This will likely be time-based and cover you for a specific number of days per month or quarter. In such cases we will agree a day rate prior to any work being carried out.
You may ask me to carry out a usability review on a website or digital product belonging to you or your client. This may help you decide on improvements to make to an existing product or to plan a new project. Any such review will be, by nature, subjective and based on my opinions and experience. Wherever possible I will support my recommendations with links to third-party sources such which may include research studies, books and articles.
Agency process reviews
You may ask me to carry out a review of your digital development process. Primary reasons for undertaking such a review might include: decreasing development time; increasing client satisfaction; improving working relationships with suppliers. No guarantees are made with regard to the results of any advice I may give. I will provide you with a cost estimate for the work based on your specific requirements.
Transferral of working files
For project work I will transfer working files to you upon receipt of your final payment. Please take this into account if you need to hit a specific launch date for a project.
Please store files safely as I am not required to keep them.
Transferral of copyright
You guarantee to me that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide for use in the work are either owned by you, or that you have permission to use them.
When I receive the final payment related to a specific project, copyright is automatically assigned as follows:
You will own the graphics and other visual elements created for you for this project if we have agreed this in writing. Unless we agree otherwise in writing I shall have the right to display and write about the project. You also own text content, photographs and other data you provided, unless someone else owns them. I own the HTML markup, CSS and other code created by me for the project. I may use code/tools that I have created previously and ownership of such pre-existing code will be retained by me. Once all outstanding payments are made you will be free to use such code in the context of the project under a perpetual licence at no additional cost. You may not use the code in other projects, claim it as your own, sell it or provide it to any other parties without my explicit approval in writing. Ownership of any third party code used in the work will remain the property of the respective owners.
I may ask you to nominate primary and secondary points of contact within your organisation. All project communication should be between myself and the primary point of contact unless they are unexpectedly unavailable in which case the secondary contact will take over. All project instructions should be in writing. It can be helpful to have access to a shared Instant Messaging (IM) service but it can also be a distraction and lead to missed messages. I will generally ask you to supply important information by email so that you and I both have a record. I cannot guarantee an instant response to emails but will aim to reply to you within one working day. For quick questions and progress updates it’s perfectly acceptable to phone me. 🙂
Amendments and snagging
As much as possible please provide lists of amendments/snagging requests in bulk rather than spread across multiple messages. I will let you know if an amend is in or out of scope. This will come down to whether it was included in the project scope that the initial cost was based on. After delivery of fixed-cost projects I offer a 6 week snagging period for in-scope amends. I ask that you provide a list of any snags once per week and I agree to remedy them within one week wherever possible. Any out of scope amends will be treated as new work and I will provide you with a new cost estimate.
Cost of work and payment terms
For fixed-cost projects I will invoice you for 50% of the total to be paid before work begins. The project will be added to my work schedule after I have received your deposit payment.
Following the deposit, I will invoice you monthly for work carried out within that calendar month. Alternatively I may, at my discretion, invoice at certain project milestones. All regular project invoices after the deposit will become due for payment after 15 days.
Late payment charges
If for any reason you need to cancel the project after work has commenced I will invoice you for any un-billed time spent up until that point. This invoice will be due for payment upon receipt. Any payments that have already been made are non-refundable.
In some cases (e.g. work for charities and volunteer run organisations) I may agree to take on work at no cost or at a discounted rate. The work will be carried out to a high standard but may take longer than usual as I may need to prioritise other clients.
Conditions of the discount may include: creative control of the project sitting with me rather than you; a minimum term before the work can be replaced; my involvement in, and approval of, any updates or amendments to the work after launch. Any such conditions will be agreed with you in writing.
I can’t guarantee that work will always 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 arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised me of the possibilities of such damages.
Every effort will be made to provide secure website code but no code is 100% secure and hacking can happen at any level or scale. I shall not be held liable in such cases. If a content management website is provided to you as part of a project, you will be responsible for keeping regular backups and maintaining strong passwords.
I like beagles and I might hide one somewhere in your project. Hidden features, images, sounds etc are common in computer software, films and video games and other media and are referred to as ‘easter eggs‘. If you would prefer that I didn’t hide a beagle (or other easter eggs) in your project please let me know and I will note this on your invoice. This is not a joke. I mean… it is but I’m serious about the easter eggs.
You cannot transfer this contract to anyone else without my permission. This contract stays in place and need not be renewed. 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. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English courts.
This contract means we both have something to refer back to if any questions arise in the future. If you have questions, please ask them before agreeing to these terms as this is a legally binding document. These terms may be updated from time to time. As and when this happens you will be sent a new copy of the terms which will supersede this version. Your acceptance of an estimate and payment of the first invoice I provide will indicate your acceptance of these terms.