Conditions of use

This contract is an adaptation of the open source 'Contract Killer' written by Andy Clarke in 2008. Customisations by Andris Dinsbergs & the Australian Web Industry Association Inc. The creators of the document accept no liability for any drafting errors or consequences arising from its use.

Customise by replacing bold text with your own.

Contract

Date: XXX

Between webdesignername, trading as webdesignertradingname and clientname, trading as clienttradingname

Project: XXX website

Summary

We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few things written down so that we know we've got the same understanding about who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or large passages of unreadable text. We want what’s best for the safety of both parties, now and in the future.

In short

clientcompanyname (ABN/ACN XXXXXXXXXXX), herein referred to as clientabbreviation is engaging web designercompanyname (ABN/ACN XXXXXXXXXXX), trading as webdesignertradingname (herein after called webdesignerabbreviation) located at webcompanyaddress, to design and develop a website for the total price as shown in our estimate (number 0000XXX) on date.

What do both parties agree to do?

As our customer, you have the power and authority to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner. Deadlines work two ways and you will also be bound by any dates that we agree to and set together. You also agree to abide by the payment schedule set out at the end of this contract.

webdesignerabbreviation has the experience and ability to perform the services you need from us and will carry them out in a professional and timely manner. Along the way webdesignerabbreviation will endeavor to meet all the deadlines set but will not 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 our work on-time at any stage. webdesignerabbreviation will also maintain the confidentiality of any information that you give us.

The detail

Design

webdesignerabbreviation will create designs for the look-and-feel, layout and functionality of your website. This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay in full for all of the work produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at the hourly rate set out in our most recent estimate.

(X)HTML/CSS layout templates

If the project includes HTML markup and CSS templates, webdesignerabbreviation will develop these using HTML5 and CSS2.1 and CSS3 for styling. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software. For people using Microsoft Internet Explorer 6, this means a universal, typographically focussed design but no layout. webdesignerabbreviation will also test that these templates perform well on Apple’s iPad.

Text content

webdesignerabbreviation is not responsible for writing or inputting any text copy unless specified in the original estimate or as varied by written agreement. webdesignerabbreviation will help though, and in addition to the estimate we will charge you at our hourly rate for copy writing or content input.

Photographs

You will supply us photographs either in digital or printed format. If you choose to buy stock photographs webdesignerabbreviation can suggest vendors of stock photography. Any time webdesignerabbreviation spend searching for appropriate photographs will be charged at our standard hourly rate.

Changes and revisions

webdesignerabbreviation knows from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We do not want to limit either your options or your opportunities to change your mind.

The estimate price at the beginning of this document is based on the number of hours that we estimate we’ll need to accomplish everything that you have told us you want to achieve and any expenses involved in doing so. If you do want to change your mind, add extra pages or templates or even add new functionality, that won’t be a problem. However, you will be charged the hourly rate set out in the estimate given to you. Along the way webdesignerabbreviation might ask you to put requests in writing to keep track of changes.

Maintenance and support

In the first 30 days upon completion of the project and full payment, any faults or bug fixes are undertaken as fast as possible with no charge to you. webdesignerabbreviation agrees to remain reasonably available for web site maintenance at a fee (valid until 1/2014) of $XXX plus GST per hour unless otherwise arranged under one of our Support Service plans.

Technical support

If you don’t manage your own web site hosting, webdesignerabbreviation will provide web site hosting for you at our third-party professional hosting provider.

webdesignerabbreviation is not a web site hosting company and does not offer or include technical support for web site hosting or other services relating to web site hosting. If you do require help with anything beyond the design and development of your site and simple hosting tasks like email account setups, webdesignerabbreviation will help and charge you at our standard hourly rate.

Disclaimer

webdesignerabbreviation will not guarantee that the functions contained in any web page templates or in a completed web site will always be error-free and so will not be liable to you or any third party for damages, including lost profits, expenses, costs, lost savings or other incidental, consequential or special damages arising out of the operation of, or your inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.

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.

You shall assume responsibility for all costs, expenses, legal fees and costs, and interest incurred by webdesignerabbreviation arising out of any default in payment or violation of the terms of this contract.

Phew.

Termination

Either of us may terminate this contract by giving 30 days written notice to the other. If work on the project is postponed or stopped at your request, webdesignerabbreviation shall have the right to bill pro rata for work completed thus far. This shall be payable within thirty days of your written notification to stop work. You shall also pay interest and any expenses incurred by us.

Copyright and ownership

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by you, or that you have permission to use them.

When we receive your final payment, copyright is automatically assigned as follows:

You shall own the graphics and other visual elements that webdesignerabbreviation creates for you for this project. webdesignerabbreviation will give you a copy of all files and you should store them really safely as webdesignerabbreviation is not required to keep them or provide any native source files that we used in making them.

You shall also own text content, photographs and other data you provided, unless someone else owns them. We shall own the (X)HTML markup, CSS and other code and we license it to you for use on only this project.

We love to show off our work and share what we have learned with other people. webdesignerabbreviation reserves the right to display and link to your completed project as part of our portfolio and to write about the project on web sites and in magazine articles about web design.

Confidentiality

We may disclose confidential information to one another as a part of the project development. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party.

Payments

clientabbreviation shall pay webdesignerabbreviation 50% of the total cost on the signing of this contract and the outstanding balance on completion of the work described.

All invoices are due within 14 days of email notification that they have been sent. You agree and shall assume responsibility for any costs associated with defaulting in payment. Interest on invoices unpaid beyond the period of 30 days and compounding after every 30 days, shall be charged and is payable in accordance with the Penalty Interest Rate Act (1983).

Electronic communication

You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for services provided by webdesignerabbreviation and your intention to be bound by electronic submissions applies to all records relating to this Contract that you enter into on webdesignerabbreviation's internet site including notices of cancellation, policies, contracts and applications. In order to access and retain your electronic records you may be required to have certain hardware and software which will be your sole responsibility.

The small print

You cannot transfer this contract to anyone else without our permission. 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 the laws of the State of Victoria.

Choose the ‘Dotted line’ section relevant to the client type.


The dotted line – for an individual

…………………………………………………………. Client signature

…………………………………………………………. Print full name

……………………………………………………….… Print usual address

and

…………………………………………………………. Signature on behalf of webdesignertradingname

…………………………………………………………. Print full name

……………………………………………………….… Print usual address

Date: XXX

Everyone should sign above and keep a copy for their own records.


The dotted line – for a small company

EXECUTED by clientcompanyname (ABN XXXXXXXXXX) in accordance with Section 127 of the Corporations Act 2001 (Cth)

…………………………………………. Signature of Director / Sole Director / Sole Secretary

…………………………………………. Print full name

……………………………………….… Print usual address

and

…………………………………………………………. Signature on behalf of webdesignertradingname

…………………………………………………………. Print full name

……………………………………………………….… Print usual address

Date: XXX

Everyone should sign above and keep a copy for their own records.


The dotted line – Pty Ltd company - Guarantee

If the client is a Proprietary Limited company, webdesignerabbreviation may require one or more Directors to guarantee this agreement. Such guarantee shall be executed as set out in the Schedule below.

Schedule

I, …………………………………………………. of ………………………………………………….

being a Director of clientcompany (ACN XXXXXXXXXX) hereby for myself, my executors and administrators covenant with webdesignerabbreviation that if at any time default is made in payment of moneys owing pursuant to this Agreement I will forthwith on demand made to me by webdesignerabbreviation pay webdesignerabbreviation all such moneys owing. This guarantee shall be a continuing guarantee and I as Director shall not be released by neglect or forbearance by webdesignerabbreviation in enforcing payment pursuant to this Agreement.

…………………………………………………. Signed by the Director

…………………………………………………. Print full name

……………………………………………….… Print usual address

and

…………………………………………………………. Signature on behalf of webdesignertradingname

…………………………………………………………. Print full name

……………………………………………………….… Print usual address

Date: XXX

Everyone should sign above and keep a copy for their own records.


The dotted line – Incorporated entity

…………………………………………. Signature of CEO of Client Company

…………………………………………. Print full name

……………………………………….… Print usual address

and

…………………………………………………………. Signature on behalf of webdesignertradingname

…………………………………………………………. Print full name

……………………………………………………….… Print usual address

Date: XXX

Everyone should sign above and keep a copy for their own records.