Web Design Contract Considerations
The thing most content creators and web designers despise is the administrative work involved and the time away from actual development. But a contract readily prepared for your client protects you and your business in order to maintain a clear and defined set of expectations of your service and what will be delivered upon completion.
In addition, when a client sees that you have a polished contract, they’ll have more confidence in your abilities. Paired with a examples of previous work, your web design contract lets people know that you’re both competent and professional.
There are a few key things that every freelance web design contract should include:
- Detailed descriptions of the work you’ll be doing. The scope of your work for your client should be well detailed, defined and as specific as possible. Your work product and content production for your client is your intellectual property and your manner of producing income. You are providing a service and scope of work that should be protected and outlined in your contract. Every service and element used in the coding and development of a website, inclusive of any future technical support should clearly defined.
- Timeline for deliverables (including dates to aim for so you can create a work-back schedule). Communication and understanding of what you are doing and when you are doing it is essential to any work relationship. The timeline upon which you complete the work for your client provides you with a schedule and your client with an understanding of when they will receive drafts and the final work.
- Payment details (overall cost, down payment, method of payment, due dates for payments, including late fees). It’s up to you to determine what to charge a client for your work. Some designers choose to quote by project scope, while others charge hourly. The latter is better when doing something basic, a one page website. Charging by project is better if it’s something that’ll take you more than a day or two to complete. Be sure to provide your client options and drafts of the website. Once they give you the final thumbs-up, invoice them for the remainder. It might be a bit disheartening to think that your client’s only incentive to pay you is to get their website live but—it works. In this section, you’ll also deal with scope creep, which is one of the most daunting aspects of website design work. If you haven’t come across it yet, this is when the client comes back with a bazillion changes and “minor tweaks” and time-consuming technical support that you did not account for in your invoice.
- Copyright ownership. Copyright (Intellectual Property) Ownership is really important. After all, if you create a logo for someone for a few hundred dollars, and then they use it on products that earn them millions, you’ll shoot yourself in the foot by not retaining some IP ownership. One option is to transfer some copyright to your clients, but not all. As an example, you can grant the client full ownership of your design as-is, but that they don’t have permission to modify it in any way. Your contract should specify where and how the client can use your work, that you receive credit for the work and limit the full use of the work.
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WEBSITE DESIGN AGREEMENT
This Website Design Agreement (“Agreement”), is made effective as of ___________________, 2019 by and between [CLIENT NAME] (“Client”), having an address at [CLIENT ADDRESS] and [WEBSITE DESIGN COMPANY NAME] (“Designer”) having an address at [WEBSITE DESIGN COMPANY ADDRESS], (collectively “Parties”).
1. Scope. This Agreement sets forth the terms and conditions whereby Designer agrees to produce a certain Website (as described below) for Client. Designer will be engaged solely and exclusively for the limited purpose of providing this Website for the Client. Neither party is, by virtue of this Agreement, authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.
2. Description of Services and Warranties. The Client hereby engages the Designer, and the Designer accepts such engagement to provide the following Website services for the Client (hereinafter, the “Website”): [DETAIL DESCRIPTION OF WORK TO BE COMPLETED IN SDESIGING AND DEVELOPING THE WEBSITE]. Designer represents and warrants that Designer has the knowledge, skills, and experience necessary to produce the Website. Designer agrees that the Website will be original. Designer also guarantees that the final Website will be free from any plagiarism or likeness to a Website not belonging to or created by Designer. The Website will become the intellectual property of Client, free and clear, as a work made-for-hire. The deadline for the completed Website to be delivered to the Client is as follows: [DEADLINE FOR DELIVERY OF WEBSITE]. Designer may be engaged or employed in any other business, trade, profession, or other activity which does not place Designer in a conflict of interest with the Client, provided, that, during the term, Designer shall not be engaged in any business activities that compete with the business of the Client without the Client’s prior written consent.
In addition to the standard development and creation of a website, the Client has requested the following specific requirements:
3. Schedule. The Parties agree to the following schedule:
a. Initial Draft Date: ___________.
b. Client Comment/Approval Date:______________ not to exceed 14 days from delivery of initial draft.
c. Final Design Date: ____________.
d. Client shall be entitled to ____ revisions. Any revisions beyond ____ shall be chargeable at a rate of $_______.
4. Payment. The Parties agree to the following Payment and Payment Terms:
a. Total Fee for Services: ________
b. Upfront Fee (Due Before Project Start Date): _______
c. Addition fees, costs and expenses may be invoiced in the event that additional revisions above item 3(d) are requested.
5. Confidentiality. During the course of this Agreement, it may be necessary for Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Designer in order for Designer to complete the Website in its final form. Designer will not share any of this proprietary information at any time, even after the Agreement is fulfilled. Designer also will not use any of this proprietary information for his/her personal benefit at any time, even after the Agreement is fulfilled.
7. Credit. Client shall credit Designer’s names on Works created hereunder in a manner agreed to by the Parties in writing prior to the release of the Works to the public.
8. Indemnification. Designer and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
9. Representations and Warranties.
a. Designer. Designer represents and warrants that he/she has the right to enter into and perform this Agreement. Designer further represents and warrants that he/she has the right to utilize and distribute the designs created for Client and that such designs are not owned by anyone else to Designer’s knowledge. In the event that Designer does not have these rights, Designer will repay any associated damages Client may experience or will take responsibility so that Client does not experience any damages.
b. Client. Client represents and warrants that is has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to Designer to be included in this Website. In the event that Client does not have these rights, Client will repay any associated damages Designer may experience or will take responsibility so that Designer does not experience any damages.
10. Disclaimer of Warranties. Designer shall create a Website for Client’s purposes and to Client’s specifications. DESIGNER DOES NOT REPRESENT OR WARRANT THAT SAID WEBSITE WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. DESIGNER HAS NO RESPONSIBILITY TO CLIENT IF THE WEBSITE DOES NOT LEAD TO CLIENT’S DESIRED RESULT(S).
11. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY. Survival. Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.
12. Dispute Resolution. In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Ohio. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by Designer will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of [STATE] without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in [COUNTY NAME] county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Works provided hereunder.
14. Benefit. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.
15. Counterparts. This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
16. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other through personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
17. Force Majeure. Designer is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
18. Headings. Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
19. Entire Agreement; Modification. The agreement embodies the entire agreement between the Client and Designer relating to the subject matter hereof. This Agreement may be changed, modified or discharged only if agreed to in writing by both parties.
IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first above written.
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Frequently Asked Questions and Resources
What is a contract?
Contracts are defined as written or spoken agreements which are enforceable by law. They can cover any topic or industry, whether sales, tenancy, employment, or otherwise (source).
What are the different types of contracts?
There are many different types of contracts, as defined by upcounsell, those for fixed prices, employment, lump sums, time and materials, unilateral or bilateral contracts, simple contracts and more. Each has its own specific terms, and can either be oral or written and some are non-negotiable (like adhesion contracts) while others have room to be adjusted or amended.
What makes a contract different from an estimate, quote, bid, or proposal?
Mainly contracts are set and finite and legally binding, whereas estimates, quotes, bids, and proposals are possibilities which can be accepted, rejected, negotiated, or ignored altogether. The key difference is that often a bid or proposal will contain terms and conditions that can be signed by the requestor and turned into a contract (source).
What should I include in my contract?
Every contract is comprised of no less than two core components: clearly outlined terms and signed agreement between two separate parties. For more information, read our 12 clauses you should include in every contract.
How should I write an effective business contract?
Contract creation can be challenging, in most cases getting legal counsel is advised to ensure it will be legally enforceable should you require that. Essentially you need basic terms which should be abided by, and an agreement on what product or service is to be provided, to whom, by whom, and what will be tendered with specific terms (such as deadlines, or how the delivery will be completed). For more tips, read our beginners guide to contract writing.
What is the difference between a contract and an agreement?
An agreement is any understanding or arrangement reached between two or more parties. A contract is a specific type of agreement that, by its terms and elements, is legally binding and enforceable in a court of law, according to Diffen.com.
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