We’ll always do our best to fulfil your needs and meet your expectations. But it’s important to have things are written down so both you and us 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. We’ve no desire to trick you into signing something that you might later regret. We want what’s best for both parties, now and in the future.
In short, you are hiring us to design and develop a website or online application for the estimated total price outlined in the quotation that’s attached, and these terms explain how the project will proceed.
The quotation that is attached is part of these terms, and is valid for thirty (30) days from its 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 recognise that creativity does not follow a schedule, so time is not of 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 seven (7) business days 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 2 (two) rounds of amends to our design 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.
Once your website is launched, we will provide 30 days of support (code warranty) to make sure any bugs have been ironed out and that you are confident using your new website. After this you will need to subscribe to one of our ongoing website care plans to make sure your website is looked after and maintained. These website care plans include updating your software, regular backups, security checks and making sure your website is online and open for business 24/7/365. More information on our website care plans is available up-on request.
- 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 United Kingdom Copyright, Designs and Patents Act, 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 licence 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 licences 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 authorisation.
You own text content, photographs and other data you provided, unless someone else owns them. We own the 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, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.
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 recognise 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 per cent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested .
- AN EXPLANATION OF OUR WORK
We will produce artwork that will represent what will be built as your website / solution. Artwork will be provided in PDF format, or at times via an online interactive portal to text the “user experience” of a particular design.
It is important that design work is signed off before we begin code as a change in the design in a graphic software product is very swift vs a time intensive code change that would need to be tested.
Any amends after design sign off will incur extra charges.
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.
If the project includes HTML markup and CSS templates, we’ll develop these using valid HTML and CSS code. 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.
We do not cater for people using Microsoft Internet Explorer 10 or older and cannot predict the behaviour of those browsers.
We will also test that these templates perform well on Apple’s iPad. We will not test old or abandoned browsers, for example Microsoft Internet Explorer for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise speciﬁed. If you need us to consider these older browsers, we will charge you at our standard old browser rate for any necessary additional design work, development and testing.
We will test the latest versions of:
Firefox, Edge(Windows Only), Chrome, Safari(Mac Only).
We will also test the latest version of the stock browsers of iOS and Android:
Safari (iOS), Chrome (Android)
Unless we are supplying hosting, 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.
Support Contract (“Care Plan”)
You may choose to take on a support contract or “care plan” for your website with us. If so we’ll always work to the best of our abilities to prevent any issues and will resolve them as quickly as we can. Trailblazer FM Ltd is not responsible for any lost revenue, lost or stolen data, or issues caused by 3rd party software (ie, themes, plugins).
If anything is requested outside of the scope of our agreement we’ll let you know in advance before any billed time would incur.
We will endeavour to respond to all support requests within one business day.
Support requests to be submitted to the email/URL that we provide when you take out a care plan with us.
- 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 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.
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 cancelled 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.
- CONFIDENTIAL INFORMATION
“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.
- FORCE MAJEURE
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
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 the courts of United Kingdom.
Authorising this project requires you to accept the proposal, this contract, and pay the initial deposit invoice.
By signing this contract or by expressing your confirmation in writing (on paper or in electronic form), or paying the invoice this contract is attached to, you agree to all the terms and conditions of this contract, which is effective from the most recent date that appears in the signing page or email.