What both parties agree to do:
As our client, you have the power and ability to enter into this agreement on behalf of your company or organization. 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. Communication is critical, so you agree to review our work, give us feedback and provide sign-off approval in a timely manner. Deadlines work two ways and you will be bound by any dates that we set together. You also agree to stick to the payment schedule set out in the sales agreement.
We have the expertise to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavor to meet all the deadlines set, but we can’t 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. On top of this, we will also maintain the confidentiality of any information that you give us.
Finally, in order to stick to a fixed price for this project, we both agree to stick to the scope and specifications laid out in this document. If you decide that you want additional design revisions, website features, or extra functionality along the way, we’ll be happy to take care of those things for you, but that work will be estimated and contracted separately and will be an additional cost on top of the fixed price detailed in this contract.
Legal stuff
We can’t guarantee that the functions contained in any web page templates, in a completed web site, or in a custom application will be error-free for all eternity, especially as new browsers are released, so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages. In addition, we aren’t liable for any damages or injury to any person or property caused by any products, services, or information provided on your website.
We aren’t responsible for any problems with the website that are the result of changes made by you or anyone else. We also aren’t responsible for the reliability of any hosting service.
We aren’t liable for missed deadlines or breach of agreement due to software, hardware or electrical failure, accidents, injury, illness, events such as flood, fire, natural disasters or other acts of God, or death.
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.
Phew.
Ownership and copyrights
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, ownership and copyright is automatically assigned as follows:
• You own the graphics and other visual or multimedia elements that we create for you for this project. We will give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files that we used in making them.
• You also own text content, photographs and other data you provided, unless someone else owns them.
• This agreement grants you a perpetual and irrevocable license to use source code required to run your site (e.g., XHTML markup, CSS and any other code we create). OnWired retains the copyright to such code, but under no circumstance can we rescind or prevent you from using the code as it relates to the project governed under this contract. However, should you wish to copy this code or portions thereof to create a new site, we must first negotiate a separate agreement to do so.
• Any software, script, code or imagery licensed from someone else remains the property of its respective owner.
We reserve the right to display our logo in the footer of your site and your logo and link to your completed project as part of our portfolio and marketing materials as well as to write about the project on web sites, in magazine articles and in books about web design. We like to show off the work we’ve done, and by linking to your new site, we’re also helping to increase your search engine rankings, which is always a good thing.
Calling it quits
At any point during the project, you may terminate this agreement by providing your intent to terminate and your cause for termination in writing. We ask that you let us know in writing via email, a message in our project management system, or snail mail. We also reserve the same right to terminate this agreement, providing cause, at any point during the project, and we will notify you in a similar manner. Providing cause enables both parties to be clearly aware of the issue(s) that instigated a desire to terminate. In so doing, we may be able to come to terms and redress any outstanding issues so we can continue a productive partnership.
If either of us should decide to call it quits, you’re responsible for unpaid time and materials used to deliver your project. Until payment is received, all uncompensated works will not be transferred as described under “Ownership and copyrights.” With that in mind, we’ll send you a final invoice for work performed which was completed but not yet paid as well as other unpaid related costs OnWired incurred developing your solution (hosting, software licenses, stock imagery, etc.).
Ownership and copyrights of any deliverables will be assigned as previously described in the “Ownership and copyrights” section once you have paid all outstanding invoices.
But where is all the horrible small print?
Just like a parking ticket, you cannot transfer this agreement to anyone else without our permission. This agreement stays in place and need not be renewed. If for some reason one part of this agreement becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this agreement is a legal document under exclusive jurisdiction of North Carolina courts. Any disputes arising from this agreement will be arbitrated or litigated in Wake County, North Carolina.
