Contractual Terms and Conditions
Summary:
We will 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. What we do want is what’s best for both parties, now and in the future.
Of course, it’s a little more complicated, but I’ll get to that.
What do both parties agree to do?
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 need to complete the work required. 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 will endeavour to meet every deadline that’s set and on top of that, we will maintain the confidentiality of everything you give to us.
Detail of work
This document details our terms and conditions and is an overall contract protecting both parties whilst we work together.
For any work we do together, you will be provided with a scope of work, detailing what work will be completed, when it will be completed, and the payment schedule for the work.
Boring 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 any of our work will be error-free and we will not be held liable for any third party code, such as plugins, pre-built themes, built by another developer. Therefore 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.
Limited Liability
Except in the case of death or personal injury caused by Caroline Hagan Consultancy negligence, the liability of Caroline Hagan Consultancy under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the sum of the amounts paid by the Client to Caroline Hagan Consultancy under this agreement.
Caroline Hagan Consultancy shall not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature, including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
The Client acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement.
Force Majeure
Neither You or Caroline Hagan Consultancy shall have any liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that party.
The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
If such circumstances continue for a continuous period of more than 6 months, either You or Caroline Hagan Consultancy may terminate this agreement by written notice to the other party.
Entire Agreement
This agreement contains the entire agreement between the Client, or the Client’s customer, and Caroline Hagan Consultancy and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. Nothing in this agreement excludes liability for fraud.
Copyright and Intellectual Property
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 have 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 are 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 work we completed for you whilst working for you. We’ll give you finished files and you should keep them somewhere safe as we are not required to keep a copy. You own all intellectual property rights of text, images, website 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 constitute a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Solicitation
The Parties hereto agree that neither shall directly or indirectly, for two (2) years from the date of this Agreement, solicit or induce any employee of the other or any of the other’s affiliates or commonly owned companies reasonably known to the other of which it has come into contact as a result of the pursuit of the Purpose to terminate their employment, agency, or independent contractor relationship with the other Party.
If either Party breaches this clause it shall be liable to pay immediately on demand and without prejudice to any other remedy that the injured party may have, the equivalent of 12 months gross salary of any employee so solicited and/or employed or the annual fee of any other person so solicited and/or employed plus the recruitment costs of the other party in replacing that person provided, however, that the foregoing shall not prohibit either party from (a) employing any such person as a result of general advertisements for employment or (b) soliciting or employing any such person through any recruiting firm that has not been directed to target the other Party’s employees.
Data Processing
The Disclosing Party acknowledges that the Recipient may receive Confidential Information that is Personal Data under this Agreement. Without prejudice to the Recipient’s obligations under this Agreement, the parties acknowledge and agree that each party is a separate and independent Controller of any Personal Data it Processes in connection with this Agreement.
Each party shall be separately responsible for complying with its obligations under the GDPR. Each Disclosing Party shall provide reasonable assistance to the Recipient for the Recipient to comply with its obligations under this clause 7 and the GDPR in connection with its receipt of Confidential Information, including in relation to the notification of processing information to Data Subjects and the modification of this Agreement to comply with any data sharing or other codes of practice issued by the Information Commissioner’s Office.
The Disclosing Party shall notify the Recipient in writing prior to any transfer of Confidential Information which would, in the absence of the parties entering into applicable EU Model Clauses in relation to that transfer, result in either party breaching the GDPR and each party shall enter into the EU Model Clauses in respect of such transfer prior to that transfer of Confidential Information.
Payments
We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we are also sure you’ll want to stay friends, you agree to stick tight to the payment schedule.
Our usual process
You are hiring Caroline Hagan Consultancy on a contractual basis at our standard rate of £300 per day. Details of these contracts will be outlined in individual scope documents as and when work is requested.
We require an upfront deposit of 30% of the project value before work commences, with 35% payable upon design sign-off and the final 35% payable on project completion (when the build is finished).
We may offer a different payment schedule, or a payment plan depending on the project, this will be in your original contract and/or proposal document.
Changes and revisions
If you want to change your mind or add anything new to any agreed work, that won’t be a problem as we’ll provide a separate estimate for that. Otherwise, any work will be charged at our standard hourly rate of £70 per hour, unless otherwise agreed.
Ad hoc work
Emergency ad hoc out of hours support time, not planned or scoped, will be subject to a fee of £99 per hour.
Unless otherwise agreed, any ad hoc work, which is not planned or scoped as part of the original project, will be subject to our hourly rate of £70 per hour, between the working hours of 9am to 5pm.
Expenses
Meetings for 1-2-1’s and consultancy can be charged at our hourly rate of £70 per hour. Any expenses (e.g. travel, accommodation, font licenses, etc.) can be charged on top of any charges relating directly to your project.
Payment due dates
We send invoices electronically, with the required payment date shown on the invoice. Our payment terms are 7 days, unless otherwise agreed in writing. Please pay in GBP by BACS. Payment instructions will be provided with the invoice. Our rate is subject to change, but will not change during the length of this project.
Late payment of invoices after the due date will incur a late fee of 10% per week.
As a small business (well, micro business!) cash flow is so important – if we don’t receive timely payments, it could result in closure very quickly, making it difficult to pay our own suppliers and keep HRMC happy, too.
Our contractual agreement is that Final payment is due on completion of the agreed Development work on the original scope, not when the website goes “live”, of course, this is still honoured as part of the original agreement, including any necessary checks or training thereafter.
If projects are delayed due to delays in communication, or content creation on part of the Client, the payment dates must still be honoured.
We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the Late Payment Legislation if we are not paid according to our agreed credit terms. If you are having troubles with payment, please do contact us immediately on [email protected]
But where’s all the horrible small print?
Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. 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 HM England and Wales courts.
Agreeing to proceed, you accept these terms and conditions and you fully understand all areas of business.