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Contract

Terms and definitions

  • ‘This document’ refers to this contract and the terms and agreements within it.
  • ‘The Work’ refers to the project for which this document was actioned. This could be, but is far from limited to: a workshop, consultancy time, development work, a conference talk.
  • ‘You’ refers to the client or company on behalf of whom The Work is commissioned.
  • ‘I’ refers to me, Harry Roberts, working for You on behalf of CSS Wizardry Ltd.

About this document

I’m really excited that we’re at the stage where we’re signing contracts; it means that we’re a great fit both professionally and personally (I like working with nice people). I am very keen to maintain this relationship, and I hope this document can help us with that. I have tried to remain firm but fair, and I hope everything within this document seems reasonable.

I have a very laid back and informal approach to my work, and I am not a fan of small print or legalese, so I aim to keep this document as concise and casual as possible. I hope You agree—and are comfortable—with this tone and approach.

This document exists to protect the interests of all involved parties, to outline our responsibilities to one another, and to avoid any confusion or disappointment during and/or after our time working together.

If anything is unclear please do not hesitate to ask me any questions. It is also important to know that amendments and additions can be requested prior to signing the document. Each project I undertake will have its own individual nuances and requirements, so I am able and willing to modify this document to suit the needs of each project.

In summary, The Client is contracting CSS Wizardry Ltd. to complete work outlined within this document and/or other documents in accordance with agreed briefs, specifications, costs and deadlines.

Now, let’s do great work together!

Involved parties

Harry Roberts, ‘CSS Wizardry’, ‘I’:

[Address]

[Name], ‘The Client’, ‘You’:

[Address]

Scope of The Work

The scope of The Work I will be carrying out for You will likely have been outlined, understood and agreed in previous correspondence. Emails and other documents detailing the scope of The Work are supplementary to this document and shall be referenced and referred to when agreeing and defining the project’s scope.

Change in scope

There are times when the scope of The Work may change. Ideally we will handle these as-and-when, and in a pragmatic manner, but any major deviations in scope may require renegotiation of rates and the termination and renewal of the contract.

Deadlines

Deadlines for The Work shall be agreed in separate correspondence, and I shall do everything within my power to stick to them. In the unfortunate event that either party cannot meet a deadline, it is important that we remain completely transparent and honest about any delays or hold ups. Delays can, will, and do happen, it is how we handle them that matters.

Copyright and ownership

The nature of open-source, and a lot of The Work I carry out, policing copyright is quite difficult. Any third-party libraries will remain under their respective licenses, and it is Your responsibility to ensure that any supplied materials (stock photography, font files, code, etc.) are correctly licensed.

Once the entire outstanding balance of the project has been paid, all relevant copyright of The Work that can be assigned to you shall be.

There will likely be a few grey areas if The Work is a workshop or conference talk that you have paid for but not explicitly commissioned. For example; if I were to give a public talk at your conference, I would like to retain copyright of the slides etc. so as to share them with the wider community; if I am commissioned to give a workshop specifically for/to your business, you would retain the copyright. I like to think we can agree on the intricacies of these on a case-by-case basis.

Disclosure

I am more than happy to sign a Non-Disclosure Agreement (NDA) in order to work on your project.

I often like to write and tweet about the projects I am currently working on; if there is no NDA in place I shall assume that You authorise me to do this. Please explicitly state if this is not acceptable before signing this document.

I shall explicitly seek your consent before open sourcing—or writing in any detail about—any of the code or techniques employed in The Work.

Alterations, amends and maintenance

Any amends which do not drastically alter the scope of The Work, or that are intended to bring The Work more in line with project requirements, usually fall under the agreed scope of The Work and, as such, do not require renegotiation of costs or this document.

For any changes that do change of the scope of The Work, please see the Change in scope section of this document.

Any bugs, which, unfortunately, cannot be guaranteed against, that are directly related to The Work, and are discovered within two weeks of the end of The Work, shall be fixed as a matter of course, and require no renegotiation of terms. I also apologise in advance if we should ever find ourselves in this situation.

Maintenance of The Work is not covered by either the project’s costs or this document unless explicitly agreed. Maintenance work can be specced out and priced separately to the scope of The Work.

Payment

Being a small and, currently, a fledgling business, cash flow is very important to CSS Wizardry. As such, it is asked that You meet the payment terms outlined below.

Deposit

An upfront deposit of 50% is required before commencing with any agreed work. This deposit is non-refundable and will only be paid once a fixed scope has been set, and we are confident that we wish to work together to these agreed terms. No deposit shall be taken until You are completely happy with, and clear about, the agreed scope of The Work and its surrounding terms. Work shall commence as soon as the deposit is received.

Payment terms

Once a project is deemed complete, an invoice shall be raised for the remaining 50% of the project cost, along with any other incidental costs (see Expenses). The remaining balance shall be paid within 14 days of it being invoiced.

Late payment

Failure to meet agreed payment terms (primarily, but not limited to, late payment) will incur penalty in the form of 10% of the total project cost for each calendar week of late payment. This penalty fee shall be paid on top of any outstanding invoices.

Expenses

Any expenses (e.g. travel, accommodation, font licenses, etc.) shall be charged on top of any charges relating directly to The Work.

tl;dr

Let’s just be respectful and mindful of each other at all times, before, during and after The Work.

Signatures

The undersigned confirm that they have read, understood, and shall adhere to the terms laid out in this document:

  • Harry Roberts:

  • Date:

  • You:

  • Date: