Terms & Conditions
We know, this is the kind of thing we all hate to read. But a careful delineation of terms & conditions is nevertheless important. Whilst it protects us, equally importantly it protects our clients as well.
Linking to Us
The short answer is: we’d love to have you link to our site! The longer answer is: please ensure that it’s a good, descriptive link & link to the appropriate page.
For example, if you’re linking to our Rails plugin development, please use something along the lines of:
<a href="http://blog.ardes.com/ardes-plugins">Rails plugin developers</a>
Alternately, if you’re interested in linking to our graphic design work for Hufu, please write something along these lines:
<a href="http://ardes.com/casestudies/hufu">graphic designers</a>
You get the idea (we hope).
Legal Terms & Conditions
It’s good to be transparent about what we’re all agreeing to do, should you hire us. To that purpose, here are our standard Terms & Conditions that we present to you for a job. This is virtually indistinguishable from our contract (which we call a “Project Agreement”), with the exception that it’s not presented on the web & of course it presents details about what we’re supposed to do for you.
All jobs are subject to these terms.
Legal T&C Table of Contents
We’ll always do our best to fulfil your needs and meet your goals, but sometimes it’s 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. You won’t find complicated legal terms or large passages of unreadable text. We’ve 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.
You are hiring us (Ardes) located at 14 Briar Road, Sheffield S7 1SA, United Kingdom, to complete work for you (likely a website, which is what we’ll assume in this example) for the estimated total price as outlined in prior correspondence. Of course it’s a little more complicated than that.
What do both parties agree to do?
As our customer, you’ve the power and ability to enter into an Agreement with us 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 too. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this document.
We’ve the experience and ability to perform the services you need from us and we’ll carry them out in a professional & timely manner. Along the way we’ll endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you’ve been late in supplying materials or haven’t approved or signed off our work on-time at any stage. On top of this we’ll also maintain the confidentiality of any information that you give us.
We’ll create designs for the look & feel, layout and functionality of your website. This 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’ll pay us in full for all of the work that we’ve produced until that point and you may either cancel or continue to commission us to make further design revisions at the daily rate set out in our original estimate.
XHTML/CSS layout templates
If the project includes XHTML or HTML mark-up and CSS templates, we’l develop these using valid XHTML 1.0 Strict mark-up and CSS2.1 + 3 for styling. We’ll test all our mark-up and CSS in current versions of all major browsers including those made by Apple, Microsoft, Mozilla and Opera. We’ll also test to ensure that pages will display visually in a similar, albeit not necessarily an identical way, in Microsoft Internet Explorer 6 for Windows as this browser is now well past its sell-by date.
We won’t test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 5 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need to show the same or similar visual design to visitors using these older browsers, we’ll charge you at the daily rate set out in our original estimate for any necessary additional code and its testing.
We’re not responsible for writing or inputting any text copy unless we specified it in the original estimate. We’ll be happy to help though, and in addition to the estimate we’ll charge you at an hourly rate for copywriting or content input.
Like textual content, we’re not responsible for writing or inputting any photography unless we specified it in the original estimate. If we’re not supplying you photos, you’ll supply them to us either in digital or printed format (digital preferred). If you choose to buy stock photographs we can suggest vendors of stock photography & if we’ve agreed to, we’ll search for the appropriate imagery for you. Any time we spend searching for appropriate photographs will be charged at an hourly rate.
Changes & revisions
We 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 don’t want to limit either your options or your opportunities to change your mind.
The estimate/quotation prices in our Project Proposal are based on the number of days that we estimate we’ll need to accomplish everything that you’ve told us you want to achieve. If you do want to change your mind, add extra pages or templates or even add new functionality, that won’t be a problem. You’ll be charged the daily rate set out in the estimate we gave you. Along the way we might ask you to put requests in writing so we can keep track of changes.
You may already have professional website hosting, you might even manage that hosting in-house; if that’s the case, great. If you don’t manage your own website hosting, we may offer you hosting on our own servers & we’ll provide you with the annual costs for that service. If you do require help with anything beyond the design & development of your site, we’ll be happy to help and will charge you at our hourly rate.
Alternately, we can set up an account for you at one of our preferred, third-party hosting providers. We’ll charge you a one-off fee for installing your site on this server, plus any statistics software such as Google Analytics; then the updates to, and management of that server, plus any support issues will be up to you.
Guarantees, Liability & Enforceability
We can’t guarantee that the functions contained in any web page templates or in a completed website will always 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 arising out of the operation of or inability to operate this website 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 guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by yourselves, or that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
- You own the graphics and other visual elements that we create for you for this project. We’ll give you a copy of all files and you should store them really safely as we’re not required to keep them or provide any native source files that we used in making them.
- You also own text content, photographs and other data you provided—unless someone else owns them, of course. We own the XHTML mark-up, 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, so we also reserve the right to display & link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.
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’re also sure you’ll want to stay friends, you agree to stick tight to the payment schedule as set up in the Project Proposal. For large jobs, we almost invariably divide jobs into three parts:
- The first third is due immediately upon signing the Agreement;
- The second third is due once a specific point (specified in the Project Proposal or Project Agreement) has passed;
- The final third is due before your site goes live. For smaller jobs, we invoice upon completion.
For ongoing jobs (where you’ve contracted us to provide services for an ongoing period), payment is issued a month before the period starts & is due before the period starts.
All invoices are due 30 days after they’re issued unless otherwise specified. If we haven’t received payment, we reserve the right to surcharge you 15% interest on top of the final amount, compounded annually. And if you don’t pay in full, we have a “lien” against all the work we provide you, meaning that it’s fully ours until you’ve fully paid.
“The Fine Print”
Just like a parking ticket, you can’t transfer this Agreement to anyone else without our permission. This Agreement stays in place and need not be renewed. And again, if for some reason one part of this Agreement becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this Agreement is a legal document under exclusive jurisdiction of English courts.