[YOUR COMPANY NAME]
[YOUR PHONE NUMBER]
[YOUR EMAIL ADDRESS]
Between [YOUR COMPANY NAME]
And [CLIENTS COMPANY NAME]
We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both 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. What we do want is what’s best for both parties, now and in the future.
So in short;
You; [CLIENTS COMPANY NAME] (“You”) are hiring us; ([YOUR COMPANY NAME]) (“We or Us”) to:
For the estimated price of £[TOTAL PRICE] (£[DAILY PRICE]/day) as outlined in our previous correspondence.
Of course it’s a little more complicated, but we’ll get to that.
What do both parties agree to?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.
Getting Down To The Nitty Gritty
What We Need From You
Below is a list of items we’ll need up front from you. Every project is slightly different, so there may be things we’ve missed from this list, but we will let you know as soon as we’re able if we’ve forgotten something we need.
We write tests before we write our code, which allows us to make sure that all required functionality is not only present, but works no matter how often we change things around. If your employees or other contractors will be working on the project along side us, we require that they also write tests for all code they produce to make sure we are all on the same page and not stepping on each others toes.
We have agreed to test our code on: iOS [NUMBER] and greater on all [DEVICES (iPhone, iPad etc)] that support this iOS. If you need an iOS version or device other than those listed tested, please provide us with a list of iOS versions and devices. Testing additional iOS versions and devices requires more testing time as well as potentially needing to code for that specific iOS version or device.
Although we test extensively, we can't guarantee that the functions contained in any application will always be error-free and 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 application and any other web pages, even if you have advised us of the possibilities of such damages.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the app we developed for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy.
You own all intellectual property rights of text, images, app specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
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 stick tight to the following payment schedule.
We bill every other week on Friday. We issue invoices electronically. Our payment terms are [NUMBER OF DAYS] days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in [CURRENCY] and payments will be made at the equivalent conversion rate at the date the transfer is made.
A deposit of £[DEPOSIT] is due up front and will be subtracted from the last invoice.
Any payments not received within [PAYMENT DUE IN] days will halt work until the payment is received. If payment is late twice during the project, we retain the right to ask for prepayment of days or to end the project, whichever is deemed more fitting for the situation.
If either party chooses to end the project, it must be done in writing. Please keep in mind that the deposit will be forfeited and any work that has been paid for up to that point will be turned over to you.
You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of [INTEREST RATE]% per month or part of a month.
But where’s all the horrible small print?
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
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 English and Welsh courts.
Signed by and on behalf of [CLIENTS COMPANY NAME]
Signed by and on behalf of [YOUR COMPANY NAME]
Everyone should sign above and keep a copy for their records.