Plain Text Version.We have kept this document as simple and easy to understand as possible, although it is not weighed down by legal terms it is nonetheless an important document to any word we do.
The nitty gritty between (vemm, hereafter called US/vemm) and (client name, hereafter called YOU)
From the beginning, we will let you know if projects are billed hourly or by the project, depending on the scope of the work you’d like us to do. We will lay out all the specific details in your payment proposal. If it’s a long job, or there are lots of costs we’ll need to address in the production, we may request a progressive payment option, which will be expressed in the estimate (for example: our standard is invoicing 1/2 of the estimated project fees before work begins and 1/2 due at project completion). We must request, in order to stay friends, that we receive your final payment within 15 days of the invoice date, unless we’ve agreed otherwise. As we’re a little company, we must add a 5% monthly service charge on all invoices over 30 days and those fees are non-refundable. If you haven’t yet approved our finished work after 15 days, we will still have to bill you, on the assumption that we do a great job and we’re sure you’re happy. There will be a £25.00 fee on all returned checks, plus any additional bank fees, and if it gets that bad, we will have to insist that you assume responsibility for any legal fees should you default in payment. Phew.
We make every effort to be as accurate and complete as possible when producing your estimates, but we do ask that you help us out with that by submitting the exact specifications of your job. In some cases, we’ll give you a range estimate, based on our knowledge of the project at the time of the estimate. If, once we receive all of the project elements, we find that the scope of the project has been changed from the originally agreed-upon concept, we will re-estimate. We do understand creative license, and therefore, minor revisions are anticipated; however, major design and content changes may go beyond the scope of the original estimate. If we do have to charge you more, we will make sure you have given approval for any increases in fees or expenses that exceed the original estimate by 10%. When we send your invoice, all the final fees and expenses will be shown. As the world is a constantly changing place, we must note that your estimate is valid foing we need to outsource will be estimated separately.
As we are working to make your project the best it can be, we may have to charge you for additional expenses that arise from the project, ie: photography, fonts, hi-res scanning, digital proofs, postage, travel, sales tax, messenger services, hiring of contract writers/designers, software, web hosting, printing fees, etc. We’ll endeavor to let you know about any of these as much as possible in advance, and any expenses expected to be above £50 will be discussed with you. Items that we generate, like DVDs/CDs or color/black & white output, will be billed a at flat rate. Any mileage we rack up will be billed at the 2010 HM Revenues & Customs rate of 40p/mile.
Ultimately, you will be responsible for final approval, and it is SO important that we make all your final corrections before the project is set to go live to avoid delays and additional costs to you. We wave all responsibility for any work that has been final approved by you and made live.
We do believe your word is your bond, and therefore, invoices will include (and therefore, you will need to pay) any fees or expenses that you told us were okay.
Stuff happens. So, any delay in the completion of a project due to external forces beyond our control (such as unusual transportation delays, computer/Internet related issues, holidays, bad road conditions, etc.), or (despite the aforementioned importance of content delivery) delays in content from you, will force us to extend the completion/delivery date by the equivalent time of the delay +15% to allow us to juggle other projects. We will, of course, notify you of the revised completion date.
Should you need to cancel a project, we will retain the ownership of all copyrights and original artwork, including sketches, PDF files of layouts, and any other mockups. If you should use any of the project elements, that would be really disrespectful, and will result in appropriate legal action.
We will charge a cancellation fee for work we’ve finished for you as follows:
- 50% of total project fee for preliminary work, concepts, or comps
- 75% of total project fee after preliminary work but before completion
- 100% of total project fee for completed work regardless of final approval
If you would like to use what we’ve developed in other ways, we require that you seek permission from us and kindly pay an additional fee we will agree upon.
You should know that you must ensure any intellectual property you provide (ie. artwork, code, etc.) must be in accordance with copyright laws. We can not be held responsible for any copyright violations or resulting fees. Likewise, we are responsible for any intellectual property we provide. Fair’s fair.
Under UK copyright law, we retain ownership of original artwork pieces we create for you, although you will be the owner of the final product/implementation (i.e. website). The original artwork may not be reproduced without consent from us.
All code parts produced during the work relationship shall be owned by vemm and may be reused in future projects, although the actual individual implementation (website, web app, etc.) of that code is yours (once paid for in full). vemm will not reproduce that same final implementation elsewhere. You, the client, reserves the right to reuse, modify, transfer, or sell their implementation although the code itself cannot be resold without consent from us.
Modifications of the project agreement must be written, except the invoice may include, and the client shall pay, fees/expenses that were verbally authorised.
For our protection, we cannot be held liable for any consequential or special damages, such as profit losses.
We may reproduce any design, artwork, or layout in promotional materials such as brochures, mailers, and websites, unless otherwise requested by the client. We may use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, and the marketing of myself. Where applicable, the client will be given any necessary credit for usage of the project elements often with a reciprocal link to their site.
See your quote or estimate to determine the client specific responsibilities you have to contribute to the success of this project. In addition, you may be asked to complete other responsibilities in the Project Scope document that may be created once the project begins. It is important that these are executed and your signature binds you to fulfilling these objectives in a timely fashion.
Written, signed or even clicked approval from you, the client, or payment of an invoice issued as a result of a quote or estimate, indicate authorisation from your company to proceed with the project described within the scope/estimation. You are stating that you are a legally authorised representative and are committing to pay for all fees incurred in the productiare committing to pay for all fees incurred in the production of this project and that you agree to the terms laid out here.
Unless specified otherwise vemm has ownership and operational rights to any venture development work undertaken.
Although we never hope to come to this is should be noted that the client shall bear all costs, expenses, and reasonable attorney’s fees in any action brought to recover payment under this contract.
Just like a parking ticket, you can't 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 British Courts. Oh and don't forget those men with big dogs! :)
We suggest you print a copy for your records.