I’m putting this contract template out there as a contribution to the web dev community and I hope someone can make use of it, specially since it seems there are few Australian contracts accessible online at the moment that are half descent. Currently, this is a copy of my paper version, but I don’t see any reason why it can’t be used as an online form with some sort of electronic ‘signature’.

It did several journeys to and from my solicitor before I started using it.

So far, I’ve received no negative feedback from it at all from clients, small to large. Some even praise me for it’s readability.

Obviously, don’t hold me liable for anything if you use this. Comments below are welcome.

– Andris Dinsbergs

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 Customise it by replacing bold bits with your own.

 

Date: XXXXX

Between Your name, trading as Your company and you Persons name, of Company
Project: XXXXXXX website

Summary

We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

In short

You, herin referred to as Company (ABN/ACN XXXXXXXXXXX) are engaging Your Name, trading as Your Company (herein after called ‘YC’) located at Your company address, to design and develop a website for the total price as shown at our estimate (number 0000XXX) for $XXXXX included in our previous correspondence.

What do both parties agree to do?

As our customer, you have the power and authority to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner. Deadlines work two ways and you will also be bound by any dates that we agree to and set together. You also agree to abide by the payment schedule set out at the end of this contract.

YC has the experience and ability to perform the services you need from us and will carry them out in a professional and timely manner. Along the way YC will endeavor to meet all the deadlines set but will not be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. YC will also maintain the confidentiality of any information that you give us.

Getting down to the nitty gritty

Design

YC will create designs for the look-and-feel, layout and functionality of your website. This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay in full for all of the work produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at the hourly rate set out in our original estimate.

(X)HTML/CSS layout templates

If the project includes HTML markup and CSS templates, YC will develop these using HTML5 and CSS2.1 and CSS3 for styling. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software. For people using Microsoft Internet Explorer 6, this means a universal, typographically focussed design but no layout. YC will also test that these templates perform well on Apple’s iPad.

Text content

YC is not responsible for writing or inputting any text copy unless specified in the original estimate or as varied by written agreement. YC will help though, and in addition to the estimate we will charge you at our hourly rate for copy writing or content input.

Photographs

You will supply us photographs either in digital or printed format. If you choose to buy stock photographs YC can suggest vendors of stock photography. Any time YC spend searching for appropriate photographs will be charged at at our standard hourly rate.

Changes and revisions

YC know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We do not want to limit either your options or your opportunities to change your mind.

The estimate price at the beginning of this document is based on the number of hours that we estimate we’ll need to accomplish everything that you have told us you want to achieve and any expenses involved in doing so. If you do want to change your mind, add extra pages or templates or even add new functionality, that won’t be a problem. However, you will be charged the hourly rate set out in the estimate given to you. Along the way YC might ask you to put requests in writing to keep track of changes.

Maintenance and support

In the first 30 days upon completion of the project and full payment, any faults or bug fixes are undertaken as fast as possible with no charge to you. YC agrees to remain reasonably available for web site maintenance at a fee (valid until 1/2014) of $XXX.00 (plus GST) per hour unless otherwise arranged under one of our Support Service plans.

Technical support

If you don’t manage your own web site hosting, YC will provide web site hosting for you at our third-party professional hosting provider.

YC is not a web site hosting company and do not offer or include technical support for web site hosting or other services relating to web site hosting. If you do require help with anything beyond the design and development of your site and simple hosting tasks like email account setups, YC will help and charge you at our standard hourly rate.

Legal stuff (disclaimer)

YC will not guarantee that the functions contained in any web page templates or in a completed web site will always be error-free and so will not be liable to you or any third party for damages, including lost profits, expenses, costs, lost savings or other incidental, consequential or special damages arising out of the operation of, or your inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

You shall assume responsibility for all costs, expenses, legal fees and costs, and interest incurred by YC arising out of any default in payment or violation of the terms of this contract.

Phew.

If one of us wants to stop (termination)

Either of us may terminate this contract by giving 30 days written notice to the other. If work on the project is postponed or stopped at your request, YC shall have the right to bill pro rata for work completed thus far. This shall be payable within thirty days of your written notification to stop work. You shall also pay interest and any expenses incurred by us.

Copyrights and ownership

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by you, or that you have permission to use them.

When we receive your final payment, copyright is automatically assigned as follows:

You shall own the graphics and other visual elements that YC creates for you for this project. YC will give you a copy of all files and you should store them really safely as YC is not required to keep them or provide any native source files that we used in making them.

You shall also own text content, photographs and other data you provided, unless someone else owns them. We shall own the (X)HTML markup, CSS and other code and we license it to you for use on only this project.

We love to show off our work and share what we have learned with other people. YC reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites and in magazine articles about web design.

Confidentialiy

We may disclose confidential information to one another as a part of the project development. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party.

Payments 

Company shall pay YC the total cost on a 50% and 50% incremental basis, with 50% due on signing of this contract and the outstanding balance due on completion of the work described.

All invoices are due within 14 days of email notification that they have been sent. You agree and shall assume responsibility for any costs associated with defaulting in payment. Interest on invoices unpaid beyond the period of 30 days and compounding after every 30 days, shall be charged and is payable in accordance with the Penalty Interest Rate Act (1983).

Electronic communication

You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for services provided by YC and your intention to be bound by electronic submissions applies to all records relating to this Contract that you enter into on YC’s internet site including notices of cancellation, policies, contracts and applications. In order to access and retain your electronic records you may be required to have certain hardware and software which will be your sole responsibility.

But where is all the horrible small print?

You cannot 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 the laws of the State of Victoria.

 

Of the following, only the ‘Dotted line’ section that is relevant to the client type ought to be included

 

The dotted line – Individual

 

…………………………………………………………. Signature

…………………………………………………………. Print full name

……………………………………………………….… Print usual address

………………………………………………………….

Signed by and on behalf of Your company

Name: Your name, trading as Your company

Date:

Everyone should sign above and keep a copy for their own records.

 

—– or

 

The dotted line – Small company

 

EXECUTED by Company (ABN XXXXXXXXXX) in accordance with Section 127 of the Corporations Act 2001 (Cth)

 

…………………………………………. Signature or Director / Sole Director / Sole Secretary

…………………………………………. Print full name

……………………………………….… Print usual address

………………………………………….

Signed by and on behalf of Your company

Name: Your name, trading as Your company

Date:

Everyone should sign above and keep a copy for their own records.

 

—– or

 

The dotted line – Pty Ltd company

Guarantee

If Company is a Proprietary Limited company, YC may require one or more Directors to guarantee this agreement. Such guarantee shall be executed as set in the Schedule below.

Schedule 

I, …………………………………………………. of ………………………………………………….

being a Director of Company (ACN XXXXXXXXXX) hereby for myself, my executors and administrators covenant with YC that if at any time default is made in payment of moneys owing pursuant to this Agreement I will forthwith on demand made to me by YC pay YC all such moneys owing. This guarantee shall be a continuing guarantee and I as Director shall not be released by neglect or forbearance by YC in enforcing payment pursuant to this Agreement.

Signed by (name of Director)

………………………………………………….

…………………………………………………. Print full name

……………………………………………….… Print usual address

………………………………………………….

Signed by and on behalf of Your company

Name: Your name, trading as Your company

Date:

Everyone should sign above and keep a copy for their own records.

 

—– or

 

The dotted line – Incorporated entity

 

…………………………………………. Signature of CEO of Company

…………………………………………. Print full name

……………………………………….… Print usual address

………………………………………….

Signed by and on behalf of Your company

Name: Your name, trading as Your company

Date:

Everyone should sign above and keep a copy for their own records.