Project Agreement.

OUR STANDARD PROJECT AGREEMENT

Between Us, ‘Weave Digital Studio’ and You ‘[Clinet Name]’.

IN SHORT

You [Clinet Name] are hiring Us (Weave Digital Studio) located at Level 1, 192 Montreal Street, Christchurch to design and develop a website for the estimated total price as outlined in our proposal.

1. SUMMARY

1.1 We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what ,and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

2. WHAT DO BOTH PARTIES AGREE TO DO

2.1 As our customer, You have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we’ll need to complete the project in advance – including text, images and other information – as and when we need it and in the format we ask for. 
You agree to review our work, provide feedback and approval in a timely manner too. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out in this proposal.

2.2 We have the experience and ability 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 endeavour 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’ll also maintain the confidentiality of any information that you give us.

3. THE PROJECT

3.1 Project summary. You are hiring Us to complete the project detailed in this proposal. The deliverables are outlined in the ‘Solution’ and ‘Investment’ sections.
For larger project there may be an extra ‘Scope’ document detailing the project.

3.2 Project exclusions (if detailed). This project does not include:

3.3 Change process for deliverables. Because the project is just getting started, it’s important to remember that the Deliverables may change once We begin brainstorming. If it becomes necessary to change the Deliverables, we can discuss the changes and both parties will sign an addendum to this Agreement, detailing the changes we’ve agreed. This will more than likely be done via emails requesting and agreeing to extras, or changes.

3.4 Requirements. Throughout the project, it’s important that You maintain communication with Us. The project may be divided into phases/steps, and each phase will require certain things from both parties and will be detailed.

3.5 We are supposed to according to this Agreement to complete each phase/step, and that You are also promising to provide everything You are supposed to to complete each phase/step, including, but not limited to, feedback, website copy, product information & images, custom photography and other content related aspects of the project. If either party does not provide what is required of them for each phase in a timely manner, the other party can consider it a breach of this Agreement. 
All informations is to be provided digitally.

Events that may delay final delivery or individual phase delivery include:

• Delays in receiving client approvals.
• Delays in receiving content, text or graphics.
• Delays in receiving client feedback & revision notes.
• Delays in receiving partial payments to initiate project or individual completed phases.
• Delays in providing information or access to 3rd party accounts (hosting, merchant info, etc).

3.6 Feedback process. At times through this project, We will be seeking Your feedback. You agree to make yourself available to provide feedback. During a project, and to keep things collated and moving, this may be through our online project management system ‘Basecamp', which you will be issued logins for if required. Although We are going to work very hard to make sure You are completely satisfied, You agree that Your approval is not needed for the purposes of considering a phase completed.

3.7 Cancellation. Project Cancellation at at period after the deposit is paid will incur an 80% cancellation feee.

3.8 Priority Work / Overtime. 
We are a boutique studio not a design sweat shop.
Our estimates are based on a reasonable time schedule, and may be revised to take into consideration your ‘Priority Scheduling’ requests requiring overtime, overnight and weekend work to get the site live. Knowledge of your deadlines to begin with is essential to provide an accurate estimate. 
We do have a talented group of Freelancer Contractors we can call upon to complete projects ahead of schedule and faster than what we have estimated, however there will be additional costs for this as we have not budgeted for it.

4. PAYMENT

4.1 Fee. We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to pay Us the costs detailed in the Investment section of this proposal, in the instalments detailed in the proposal.

4.2Payment Terms. Unless agreed, all invoices are payable within 10 business days of receipt. The deposit payment is non-refundable and the final balance is due upon sign off of the’ testing site’ before the website is made live. Your warranty period begins when the site is made live. You shall assume responsibility for cost by Us in all collections of unpaid fees and of legal fees necessitated by default in payment. A monthly service charge of 5% is payable on all overdue balances.

4.3 Fee exclusions. This Fee does not include reimbursement for expenses including, but not limited to, fonts, stock photography/video/illustration, licenses, products, or other collateral or materials for Our Work (“Expenses”). These Expenses will be billed for separately, and You agree to reimburse Us the cost of such Expenses after We have provided documentation explaining them.

4.4 Deposit. The payment of the deposit to start this project is an acknowledgement, understanding, agreement and acceptance of all Terms + Conditions within this agreement.

4.5 Expertise. You recognise that You are not merely compensating Us for the completed project, but also Our expertise. Before We actually produce a physical Deliverable, We have invested hours into researching, brainstorming and problem-solving, and You agree that You are compensating Us for not only the physical Deliverables, but also all the work We have invested to create the Deliverables.

5. CHANGES

5.1 General Changes. Unless otherwise provided in the Proposal, You shall pay additional charges for changes requested by You which are outside the scope of the deliverables of this project and proposal, at Our standard hourly rate of $160 per hour.

5.2 Substantive Changes. If You request changes that amount to a revision in or near excess of twenty precent (20%) of the time required to produce the Deliverables, and or the value or scope of the Services, We shall be entitled to submit a new and separate Proposal to You for written approval. Work shall not begin on the revised services until a fully signed revised Proposal.

5.3 Examples of “chargeable work” includes all works done at the request of our client, and/or under client instructions, and includes:
Client contact time including meetings, phone calls and emails.
Quoting and presentation development.
Concept development and issues management.
Ancillary support tasks, research and development time.
Training and consultation.
Design drafts for new sites.

6. OWNERSHIP

6.1 License during project. During the course of the project, and up until the Fee is paid-in-full, We will retain ownership of the Deliverables. However, We will grant you a revocable exclusive license for the duration of the project. If You fail to make a payment when it is due according to this Agreement, We reserve the right to revoke Your license.

6.2 Rights assignment. When we receive your final payment, copyright is automatically assigned as follows: 
You own the graphics and other visual elements that we create for you for this project.
You also 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.

6.3Our license. 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. The price of this project has taken into account a small Weave text link to be placed on each page.

7. WARRANTIES & INDEMNIFICATION

7.1 Our warranty. We warrant to You that all the Deliverables, unless expressly specified, We provide to You are Our own work, and that they do not, to the best of Our knowledge, infringe on any third party copyright, or intellectual property rights.

7.2 Third-party. If We use any third party material, We will inform You. If needed, We will obtain a license to use the third party material.

7.3 Your warranty. You warrant to Us that any material You provide Us is not protected by a third party copyright or any third party intellectual property rights, and that We can use such material lawfully.

7.4 Your indemnification. In the event litigation from a third party results from Our breach of Our warranty, We agree to indemnify and hold You harmless for any costs, damages, or liabilities associated with such breach of Our warranty. We also agree to indemnify You from third party claims resulting from Our gross negligence.

7.5 Our indemnification. If a third party pursues litigation as a result of Your breach of Your warranty, You agree to indemnify and hold Us harmless for any costs, damages, or liabilities associated with such breach of Your warranty. You also agree to indemnify Us from third party claims resulting from Your gross negligence.

8. CONFIDENTIALITY

8.1 Acknowledgement of confidentiality. We recognise that You will be giving Us access to certain confidential information and We understand the need to keep that information confidential. We may also be giving You confidential information that You are also agreeing to keep confidential.

8.2Definition of confidential information. For purposes of defining confidential information for this Agreement, confidential information includes, but is not limited to, software, technology, programming, research, financial and business information, and any other piece of information that either party designates as confidential or proprietary. Information will not be considered confidential if it becomes public knowledge, or is received by a third party, without either of us breaking our confidentiality obligations, or if the receiving party can show they already knew the information before disclosure by the other party. Neither You nor We will disclose any confidential information without prior approval from the other party.

9. NON-EXCLUSIVITY & NON-SOLICITATION

9.1 Non-exclusivity. You agree that We may perform the same or similar types of services for other parties, including possibly some of Your competitors. Keep in mind that We are obligated to protect Your information through Our agreement to the information confidential, and that We take this provision, and the obligations it imposes, especially seriously.

9.2 Non-solicitation. During the term of this Agreement, and for a period of twelve (12) months after expiration or termination of this Agreement, You agree not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Weave, employee or Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, You agree that We shall be entitled to an agency commission to be the greater of, either (a) 20 precent of said person’s starting salary with You, or (b) 20 precent of fees paid to said person if engaged by You as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for You. We, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.

10. OUR WORK

10.1 Design. We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes (responsive designs). We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every page or template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.)

10.2 Text Content. We’re not responsible for copy 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.

10.3 Photographs. 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 to use. If you’d like us to search for photographs for you, we can provide a separate estimate for that.

10.4HTML, CSS and Javascript. We deliver our work developed from HTML5 or XHTML1.0 Strict markup, CSS2.1 + 3 stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.

10.5Browser testing. 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.

10.6 Desktop browser testing. We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

10.7 Mobile browser testing. Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our responsive websites in: iOS: Safari, Google Chrome and Opera Mini, Android 4.1+: Google Chrome, Firefox and Opera Mini Android 3.2: Browser, Firefox and Opera Mini. We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.

10.8 Search Engine Optimisation. We cannot guarantee any improvement to a search engine ranking, nor can we promise to get a site higher up or to the 'top of Google', but we build every site in a way that is accessible to search engines in an effort to increase its chances.

10.9 Premium Plugins. Your website may have been built using premium plugins or extensions to add needed functionality to your website. Some we install using our developer license at no cost to you. Others require yearly license renewal fees per website to keep the code updated and secure. If you select not to partake of a monthly website care plan you will be billed for the renewal fees of any premium plugins used to built your website not covered by our developer license after the first year. If you select not to renew the license we cannot be responsible for any functionality or security issues this may cause in the future.

11. WEBSITE WARRANTY


11.1 Website warranty. If anything breaks on your site, at any time within 30 days after launch, it will be fixed without any charge. Minor content updates and revisions to the site (design, layout and functionality) within 30 days after launch and completion of the project are also covered free of charge. However, this does not cover modifications by the client, or use of the website on an environment other than the proposed environment, or other circumstances outside our reasonable control. In such a case we will charge for this. Customers on a Care Plan have a warranty as long as they are on a Care Plan.

12. FORCE MAJEURE & LIMITATION OF LIABILITY 

12.1 Force Majeure. Neither You nor We will be considered to be in default under this Agreement for delays in performance caused by events beyond our reasonable control.

12.2 Limitation of liability. You agree that in no event shall We, including any of Our contractors, employees or owners, be liable for an amount greater than the portion of the Fee that You have paid, whether the basis of Your recovery be in contract law or tort law. In no event shall We be liable for consequential, incidental, or punitive damages.

13. TERMINATION

13.1 Mutual trust. We’re all hoping that our collaboration goes off without a hitch. After all, we trust each other, which is the reason we’re doing business together.

13.2 Fairness. However, in the unfortunate case that we can’t come to an agreement, here’s what needs to happen. Even if things go awry, we want to make sure we’re treating you fairly, and vice versa.

13.3 Notice. First of all, both parties agree to reasonably try to work things out so that the project is salvageable. If things can’t be worked out, either party can terminate this Agreement by giving the other party 10 days notice.

13.4 Handoff. Upon termination, We agree to deliver to You any completed Deliverables, along with notes and any files We have pertaining to the project. Upon termination You agree to pay Us the portion of the Fee that is due. Because We have reserved a certain block of time to complete this project for You, if You terminate the project before it is completed, We may charge You an additional sum equal to 10% of the Fee.

13.5 Website transfer. Client will be charged a setup fee of $300 + GST if they request their current site to be transferred by 3rd parties. This must be paid before any website “codes” are be released.

14. GENERAL PROVISIONS

14.1 Merger. This Agreement states the full agreement between the parties and supersedes all prior negotiations and agreements.

14.2 Amendments. No amendment or modification of this Agreement is binding unless in writing and signed by both parties or via agreement over email.

14.3 Severability. If any provision of this Agreement is illegal or unenforceable, that provision is severed from this Agreement and the other provisions remain in force.

14.4 Counterparts. This Agreement may be executed in one or more counterparts, including by electronic signature, each of which is an original, and all of which constitute only one agreement between the parties.

14.5 Choice of Law. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of New Zealand courts.

14.6 Quotes / Estimates. The terms of this Agreement and the project quote/estimate it relates to shall be effective for 30 days after presentation to You. In the event this Agreement is not executed by You within this time, this Agreement, together with any related quotes, project estimates and deliverables, may be subject to amendment, change or substitution.

14.7 Just like a parking ticket, you can’t 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 contract becomes invalid or unenforceable, the remaining parts of it remain in place. These “General Agreement Conditions” and “Detailed Terms + Conditions” can be changed without notice and will always be current on https://weave.co.nz/project-agreement