In short, you are hiring us to design and develop a website for the estimated total price outlined in the quotation if attached, and these terms explain how the project will proceed.
All quotations are valid for thirty (30) days from the date they are issued issue date.
The figures in the quote are minimum estimates for the project – the final amount payable will be indicated on our invoices issued in the course of this project, taking into account factors including rush fees, expenses paid on your behalf, and any changes to the project scope (all of these are explained below). If there’s no change to the project scope, it is unlikely that the final amount payable will differ greatly from our estimate.
- PROJECT SCHEDULE
We’ll do our best to meet the project deadlines outlined in the quote. That said, our ability to do this depends on you giving us everything we need to complete the project in the format that we need it, as and when we need it. You’ll review our work and provide feedback and approval in a timely manner too, but we recognize that creativity does not follow a schedule, so time is not of the essence in the contract.
- PAYMENT SCHEDULE AND INVOICES
You agree to stick to the payment schedule outlined in the quote, and to pay our invoices in accordance with the terms stated on the invoice, or, if no terms are stated, within fourteen (14) business days (i.e., non-weekends which are not public holidays in Canada) of receipt. Please pay for any bank charges, administrative fees and other costs payable in connection with remitting any payments to us.
- AMENDMENTS TO OUR WORK
We provide three (3) rounds of amendments to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.
You can cancel this contract at any time, by informing us in writing at least one (1) month in advance.
Likewise, we can cancel this contract any time, by informing you in writing at least one (1) month in advance.
Cancellation does not affect any benefit or right that you or us become entitled to beforehand. So regardless of cancellation, you will pay us for any outstanding invoices and for work already done but not yet invoiced.
- FINAL DELIVERY
For graphic design projects, we will deliver to you the digital files containing the final project deliverables within seven (7) business days after you approve them, and after you’ve paid all our outstanding invoices. The files will be delivered in Adobe Illustrator, PNG, JPG, and EPS formats.
For website development projects, all files that are required for the website to function properly will be uploaded to your server within seven (7) business days after you approve them, and after you’ve paid all our outstanding invoices.
- WHAT YOU CAN DO WITH THE DESIGNS AFTER PAYMENT OF THE FINAL PROJECT INVOICE
If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:
Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark (except our rights against false attribution as authors under the Canadian law, moral rights, and their worldwide equivalents).
In exchange, you grant us a royalty-free and permanent licence to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions.
You’ll be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights – we cannot and do not accept any liability for these matters. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.
For all other deliverables created by us:
Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free license to use the deliverables for the uses stated in the quotation, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes).
If you want to put the deliverables to additional uses or make changes to them, additional fees will apply, and we might have to obtain additional licenses from third-party vendors – contact us and we’ll be happy to work out some terms with you. Otherwise, we will have to look to you to cover us for any damage, legal fees, and consequences if you put the deliverables to additional uses without our prior authorization.
We remain the owners of all rights in the deliverables in the draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and are free to use them in future.
- CHANGES TO THE PROJECT SCOPE
We recognize that you may have new ideas which you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.
We understand that there may be urgent changes to the project scope that need to be carried out right away. You can request and approve an oral quote in order for us to start work on urgently needed changes, and we will follow up with an invoice later on.
- EXPENSES PAID ON YOUR BEHALF
You will reimburse us for costs that we incur in order to complete your project, including charges for overseas calls and faxes, shipping, government fees, taxes, levies, entertainment, transportation, visas, entrance fees, usage fees, and license fees. We will include these charges in our invoices to you so you know exactly what was involved.
- THIRD-PARTY VENDORS
We may purchase or license from third-party vendors materials used in your project (including source code, work-up files, software programs, photographs, illustrations, etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third party vendors.
- RUSH FEES
The quotation attached does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete within one (1) week of your request.
Our rush service fees are charged at a premium basis of 150% (one hundred and fifty percent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested.
- DELAYS TO THE PROJECT SCHEDULE
We understand that sometimes it’s impossible to reply to emails and messages immediately, and so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients.
To encourage everyone involved to do this, a delay fee of five percent (5%) of the attached quotation amount will kick in for every seven (7) consecutive days that either you or us go unresponsive – not providing information, instructions, materials or anything else necessary for the project to proceed.
The maximum amount that either you or us can claim under this clause is a sum that is equal to the quotation amount.
- AN EXPLANATION OF OUR WORK
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 (color, texture, and typography.) We call that ‘design atmosphere.’
You’ll have two or more weekly opportunities to review our work and provide feedback. 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.
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.
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.
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.
You’ll be responsible for making sure that your website hosting specifications can support the programming language used in this project for developing your website. Also, as much as we’d like to, we can’t guarantee that our work will function with all browsers across the market or with browsers and versions developed in the future.
- SOFTWARE, FONTS AND RAW FILES
Software and fonts used for the project remain our property and will not be released to you. Likewise, project raw files will not be supplied.
If you require the raw files for the project, we can provide a separate estimate for that, which includes the release of copyright to you.
- MATERIALS PROVIDED BY YOU
Where you provide us materials in the course of the project, you guarantee that you own them or have been given a commercial license to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free license 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. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.
We’re sure you understand how important it is as a small business that we get paid promptly for our invoices. We rarely have any late payment issues with our clients, but we need to protect ourselves too.
So in the unlikely event that any of our invoices is not paid on time, we may charge a late fee, as stated on the invoice, or, if no terms are stated, amounting to five per cent (5%) of the amount owing for every seven (7) days (or part thereof) that it remains unpaid.
We also may choose to cancel the project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover our fees and any lawyer’s charges for doing so.
- OUR RIGHTS BEFORE PAYMENT OF THE FINAL PROJECT INVOICE
All originally created deliverables, including trademark logos and taglines, in draft and final form, are wholly owned by us prior to full payment of the final project invoice by you. This means that if the project is canceled before completion, we retain ownership of everything, and no rights are granted to you to use them.
- ERRORS AND OMISSIONS
We will use our best efforts to prevent errors and omissions from occurring in web page information. If such errors or omissions occur, please notify us, and we will correct them for free, and that will be the limit of our responsibility and liability.