Contract for Services
We’ll always do our best to fulfill 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 (), located at (“You”) are hiring me (Natasha Cozad on behalf of Small Town Creative LLC) (“We or Us”) to:
Design a new brand identity and develop a website system.
For the estimated total price of $14,000 USD as outlined here and in the invoice included with this contract.
Of course, it’s a little more complicated, but we’ll get to that.
What do both parties agree on?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. 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 endeavor to meet every deadline that’s set and on top of that, we'll maintain the confidentiality of everything you give us.
THE DETAILS
If—at any stage—you change your mind about what you want to be delivered or aren’t happy with the direction our work is taking, you’ll pay us in full for the time we’ve spent working until that point and may terminate this contract.
You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder, or Github repository or development site with you and we’ll have regular, possibly daily contact by either email, Zoom, or Slack.
Identity Design
We provide three (3) logo concepts for you to choose from. We then refine your chosen concept over and up to three (3) revisions. Upon primary logo mark design approval we will put together your Brand Board, which includes a color palette, font, typography, and/or patterns or textures and any logo alternatives (such as icon or watermark) previously agreed upon.
Web Design
We create designs that adapt to the capabilities of many devices and screen sizes. We create them iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We use your Brand Board visuals to indicate a creative direction (color, texture, and typography.)
Graphics and photographs
You should supply all requested 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.
HTML, CSS and JavaScript
We deliver pages developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for behaviors.
Browser 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.
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 we agree separately.
Mobile browser testing
Testing using popular smaller 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 designs in:
- iOS: Safari and Google Chrome
- Android: Google Chrome
We won’t test in Opera Mini/Mobile, specific Android devices, or other mobile browsers unless we agree separately.
Search engine optimization (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the pages that we develop are accessible to search engines.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the program timeline of 5 months that we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. Let us know in writing as soon as you think the scope of work needs to be revised.
Legal stuff
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, we can’t guarantee that our work will 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, even if you’ve advised us of them.
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 website we design for you plus the visual elements that we create for it. We’ll give you finished, non-native 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, site specifications, 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.
Payment schedule
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 friendly, you agree to stick tight to the following payment schedule.
OPTION 1 - Pay in Full ($14,000)
OPTION 2 - 6 monthly payments of $2,333.33 ($14,000 total over 6 months)
You agree to the payment schedule you choose during initial registration and payment, and to pay our invoices in accordance with the terms stated on the invoice, or, if no terms are stated, within fourteen (14) business days (i.e., non-weekends which are not public holidays in the USA) of receipt. Please pay for any bank charges, administrative fees and other costs payable in connection with remitting any payments to us. All proposals are quoted in American Dollars and payments will be made at the equivalent conversion rate at the date the transfer is made.
You agree to pay all charges associated with international transfers of funds. The appropriate payment options will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 5% per month or part of a month.
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 an invoice 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 percent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested.
Delays to the project schedule
We understand that sometimes it’s impossible to reply to emails and messages immediately, and so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients.
To encourage everyone involved to do this, a delay fee of five percent (5%) of the attached invoice amount will kick in for every seven (7) consecutive days that either you or us go unresponsive - not providing information, instructions, materials or anything else necessary for the project to proceed.
The maximum amount that either you or us can claim under this clause is a sum that is equal to the quotation amount.
Cancellation
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 at 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 we 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 PNG, SVG, and PDF 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. If you have agreed to ongoing maintenance we will provide you with a zip archive of the finished website for your records.
What you can do with the designs after payment of the final project invoice
If we designed a trademark (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).
In exchange, you grant us a royalty-free and permanent license 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 on 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 license 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 and except designs made for template use).
We remain the owners of all rights in the deliverables in the 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.
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 will 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 the United States of America’s courts.
By signing this contract or by expressing your confirmation in writing (on paper or in electronic form), you agree to all the terms and conditions of this contract, which is effective from the most recent date that appears on the signing page or email.
