Terms And Conditions
Paragraphs in italics are new or changed in this version (29/9/2010).
Preamble
Please read these Terms and Conditions: they clarify what I expect you to provide and what you should expect in return. In the unlikely event of a dispute, all contracts will be deemed to have been accepted on the basis of these terms having been read and agreed. When you contract me to work for you, you acknowledge that these Terms and Conditions take precedent over any other terms and conditions, express or implied, as the basis for the contract between us, unless explicitly agreed as part of that contract. If you need to discuss any part of these Terms and Conditions, or any contract(s) or brief(s), please contact me.
Before work starts - formal
Contracts
If you are a corporate client, you agree to send a purchase order to me prior to work starting. If you are an individual client, you agree to send an email confirming I should start work. In either case, this shall constitute a contract. Your PO/email should include a note of the nature of the work to be done, of the budget, of any deadline(s), and of an address at which you can be reached in the unlikely event of a dispute.
Collaboration
I may subcontract all or part of the work. If I do, I will check and amend the work before it is presented to you, to ensure that the work is of the quality and professionalism you would expect had I done it myself.
Before work starts - creative
Creative brief
You agree to provide a written, detailed specification of the desired outcome/user-experience and/or the work to be undertaken. If you instead provide a verbal or vague brief, you accept that this will, by its very nature, contain ambiguities which will be reflected in the resulting work. You accept all responsibility for these ambiguities and for any additional costs incurred in re-doing the work accordingly, if required. If you change the brief after work has started, you will inform me as soon as possible and adjust the budget to reflect the increased time spent on the work. I may make minor deviations from the brief if I feel the end result will be significantly improved; if you disagree I will remove my change at no cost to you.
Copy and imagery
You agree to provide all necessary text, headings, images, and logos. If you supply these before work begins on the relevant section(s) or page(s), I will use them. If you do not supply these I will use my own (which may be of poor quality) and/or placeholders (e.g. 'Ipsum Lorem'). If you ask me to replace my text or images with those you later supplied I will, but it will be counted as a revision and will be chargeable.
Services provided
I will provide you with the system design and/or code required in a professional manner, by the deadline agreed. All quotations include up to two minor revisions - typically up to one hour's work total. You will provide a written, detailed specification of revisions to be made at the end of each review cycle and I will inform you of the price, if any, for making those revisions, which you will need to accept before I start work. Any revisions received after I've started work on a new version will be batched and processed after your next review, at extra cost if applicable.
Errors and literals
I make every effort to ensure that copy and code is free of spelling mistakes and other literals, including the mis-placement of images. Early drafts may sometimes contain such errors, and my practice is to ensure that these are removed before a final version is submitted to you. However, the responsibility for checking for spelling mistakes and literals is yours, and you indemnify me against any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the copy concerned, whether or not these errors appeared in any draft of the copy supplied by me.
Payment
Fees
These will be agreed to in advance. I can quote on an hourly basis, or by the project ('fixed-price'). Any other costs incurred will be agreed in advance.
If we agree a hourly rate, I will invoice you in multiples of fifteen minutes (quarter-hours), with a minimum of one hour in any invoicing period in which I do work for you. 'Work' also includes all 'indirectly productive' time related to you and/or your project, e.g. planning your project, travel to your meetings, answering phone-calls from you, writing status reports for you, and chasing you for copy and/or images. I will not charge for this time where it relates to me and/or my business, e.g. pitching for your project, and chasing you for invoices.
Please note that I am currently not VAT-registered and currently will NOT be adding VAT to all prices. This may change without notice.
Terms of payment
I invoice per-hour work at the end of each month. I invoice fixed-price work in stages - typically 40% at the start of the project and the rest on completion of the work. Payment is due within 30 days of the invoice date unless we have agreed otherwise expressly and in writing.
My bank details, postal address for cheques, etc. are on the invoice.
Your company's policies on accounts payable do not affect your obligation to make payment by the due date shown on my invoice. If your company's payment policies are likely to affect your ability to pay by the due date, please tell me before hiring me for a project.
Late payments
Please pay promptly. I reserve the right to invoice you 10% of the value of any unpaid invoices at their due date.
Balances still overdue 90 days after the due date will be reclaimed through the UK Court system, with all costs and fees including address searches, etc.
Financial stability
You should only contract work if you know you or your company are financially secure and not about to enter liquidation or to appoint a receiver or administrator.
After completion
Copyright
Copyright means all matters which are the subject of protection under the Copyright Designs and Patents Act 1988, as may be amended by subsequent legislation, and includes all work done by me for clients.
The copyright and intellectual property rights for any work will be retained by me, unless specifically requested to be assigned elsewhere after or as part of the specification. You may have to pay an additional fee.
Any material which is copyrighted to me and which I supply to you is licensed to you for the purpose for which I originally supplied it. You are not entitled to sell it on, use it on other sites, modify it, or use it for any other purpose without my permission.
Liability
I will not be liable to you for any loss of profits, consequential, economic, or indirect loss arising in any way in connection with the performance (or non-performance) of the finished work (or work-in-progress) related to any contract. In addition, you will indemnify me against any loss incurred as a result of civil claims or proceedings brought against me based upon any website or other work prepared for you and approved by you before publication.
UK law
This agreement is subject to the Laws of the UK, and the parties agree to submit to the jurisdiction of the courts in respect of any dispute or difference arising under the agreement.
