I will always do my best to fulfil your needs and meet your expectations. But it’s important to have things written down so both you and I know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. I have no desire to trick you into agreeing with something that you might later regret. I want what’s best for both parties, now and in the future.
You can cancel this contract at any time, by informing me in writing at least one (1) week in advance.
Likewise, I can cancel this contract any time, by informing you in writing at least one (1) week in advance.
Cancellation does not affect any benefit or right that you or I become entitled to beforehand. So regardless of cancellation, you will pay for any outstanding invoices and for work already done but not yet invoiced.
All files that are required for the website to function properly will be emailed or uploaded to the 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 IS MADE
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 full payment, and in exchange for such payment, we assign to you all right, title and interest in the trademark.
- In exchange, you grant us a royalty-free and permanent license 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 remain the owners of all rights in the deliverables in 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’re not responsible for writing any text copy. If you’d like us to write new content 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.
Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission 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 licence 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.
SOFTWARE, FONTS AND RAW FILES
Software and fonts used for the project remain our property or the property of the legal owners and will not be released to you. Likewise, project raw files will not be supplied.
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.
“Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to be treated as confidential.
In the course of this project, we may receive from you (and you from us) Confidential Information. If either you or us receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organisation or entity (unless absolutely necessary).
However, the receiving party may use or disclose Confidential Information received from the other in order to comply with a court order, law or regulation, direction of a governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.
LIMITS ON LIABILITY
While our aim is to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for. We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose.
We cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period.
We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to us in connection with the project in question.
Specifically, we will not be responsible or liable to you for damages or loss caused by:
- your use of the designs and deliverables in ways that are not covered by the licences we grant to you;
- anything done by us on your instructions, or using material you provided to us;
- any breach of these terms and conditions by you;
- any legal, governmental, contractual or other approvals that were required but which you did not obtain,
and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.
Neither you nor us shall be liable for failure to perform our part of the contract, if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service).
NO TRANSFER OF THIS CONTRACT
You cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions.
We cannot transfer, assign or novate this contract without your advance permission in writing, except to a company or business in which we or our ultimate owners have a majority ownership interest.
OTHER LEGAL STUFF
We are an independent contractor and not your employee, and thus, any laws by which ownership of copyright in works created by an employee is automatically transferred to the employer do not apply (whether the work-for-hire principle under US copyright law, or other laws anywhere in the world).
This contract and all matters arising from it are governed by United States law.
The courts of United States are the most appropriate and convenient courts to settle any dispute connected with this contract (including a dispute regarding the validity, existence or termination of the contract), and the courts of United States have exclusive jurisdiction to settle any dispute arising from or connected with this contract.
If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected.
A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit.
This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.
Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.