Lab41 Contracts

SitePRO Agreement: {{formidable-field-id-6673}}


Lab41 Contracts

Summary:

We’ll always do our best to fulfill 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. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.

So in short;

You  from  , located at  in , (“You”) are hiring us Lab41 (“We or Us”) to give you a new website design for  using our services.

For the price as per our standard pricing unless you have had a separate quote.

Of course it’s a little more complicated, but we’ll get to that.

What Do Both Parties Agree To?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give us the assets and information we tell you we need to complete the project. 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’ll endeavor to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.

Getting Down To The Nitty Gritty Design

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We provide a demo sample of what we do to indicate a creative direction (colour, texture and typography.) We call that ‘our Lab41 SitePRO Supersample.’

You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder or Github repository or development site with you and we’ll have regular, possibly daily contact.

If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking please be courteous and let us know in a timely manner so we don’t waste time.

Text Content

Unless agreed separately, we’re not responsible for creating text for you. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate estimate for that.

Graphics & Images

You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for images for you, we offer this as an extra buy photos service. You agree to have the correct rights for any images that you provide us.

HTML, CSS & JavaScript

We deliver web page types developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.

Browser Testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

We test our work in current versions of major desktop browsers including those made by Google (Chrome) & Mozilla Firefox. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

Mobile Browser Testing

Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in the major IOS & Android phone versions.

We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless agreed separately. If you need us to test using these, we can provide a separate estimate for that. However, most of the time our sites will work on these browsers as well.

Changes & Bugs

We don’t want to limit your ability to change your mind. A website will always be a work in progress. There will always be changes or little ‘tweaks’ that you’d like. Many of these you will be able to do yourself if you want. Once we have delivered your website and had ‘sign-off’ from you our responsibility ends. We have delivered a final product to you and by ‘signing it off’ you’ve agreed that you’re happy with it and now take full responsibility for it.

We don’t want to leave you unassisted though! If you’d like us to keep your code up to date with the latest features and security patches you will be required to purchase our ‘Website Maintenance‘ service. This service will handle the code updates and any bug fixes on your site. If you choose this service it includes a limited number of changes per year.

A Few Notes About Changes:

  • We have a system to track changes.
    • Only changes logged through the ‘HUB’ will be completed.
    • Any changes requested via Skype, or email will be ignored.
    • This changes system is there for both parties to keep track of changes that have been requested.
  • Each time you submit the change request form it counts as one change.
  • Each time you submit the form it must only apply to one URL/page.
    • We will do all changes you request for that URL that has been submitted in the request and this will only cost you 1 change credit. I.e. if you want 10 things changed on the homepage and you list them all in 1 go, it will only count as 1 change as it’s only 1 URL.
    • If however, you submit the form 10 times once for each change, it will count as 10 changes.
  • We ONLY accept changes related to the URL you specify in the form.
    • I.e. if you list the ‘About’ page, and then in the change mention a fix to the homepage this will be ignored.
  • We have a separate system to track bugs. Do not log them in the changes system.

A Few Notes About Bugs:

  • We have a system to track bugs you’ve found.
    • Only bugs logged through the ‘HUB’ will be completed.
    • Any bugs reported via Skype, or email will be ignored.
    • This bug report system is there for both parties to keep track of bugs that have been requested.
    • If you have the ‘Maintenance App‘ we’ll fix the bugs for you as it’s included. If you do not have this app active we’ll provide a separate quote for any bug fixes.

Code Updates & Code Licences

Website code and plugin code is always improving and requiring updates to receive the latest features and bug fixes. These updates require a license fee. We cover this license fee for 1 year from date of purchase. This means that any websites and app purchases will include a code license to update for 1 year. You will have the rights to get the latest version for 1 year after purchase. Thereafter, you will need to either:

  1. Purchase your own license to get updates on your own OR
  2. Ensure you have the ‘Maintenance App‘ activated. With this activated we’ll update your website, fix any bugs as well as extend any licenses on the software while the app is activated.

Search Engine Optimisation (SEO)

We don’t guarantee improvements to your website’s search engine ranking by using our SitePRO, but the web pages that we develop are accessible to search engines. If you would like SEO services please review our ‘lead generation‘ services. This is a separate service.

Lab41 Branding

When we complete a website we insert a small reference to our work in the websites footer, just like an artist who signs a painting. (Normally the very bottom left or right). It’s a small and tastefully inserted to reference to our handiwork.

These little references help with our marketing and we pass on this saving to you by keeping our prices low. You agree to keep this branding in place while your website has a design that we built (if you change designers and another designer gives it a new look and feel, you’re free to remove it!). If you would like to remove it while keeping our design on your website, you will need to order our ‘Remove Branding‘ app. 

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 our work will 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, even if you’ve advised us of them.

Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.

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

Phew.

Intellectual Property Rights

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.

Blimey.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any and all claims by a third party that we’re 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. 

What You Own vs What We Own

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:

  1. You own all intellectual property rights of text, images and data you provided, unless someone else owns them.
  2. Everything that you’ve provided will remain yours.
  3. Any custom images or specific design work you’ve commissioned and paid for in full.
    • E.g. logo design, flyer design, etc.
    • This excludes the website design.

What remains in our ownership:

  1. We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project.
  2. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you.

Displaying Our Work

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.

Payment Schedule

We’re 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 following payment schedule.

We issue invoices electronically. Our payment terms are 7 days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted and show the currency and payments will be made at the equivalent conversion rate at the date the transfer is made.

You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts.

In the event of payment being over 30 days late, we reserve the right to take down your website until such stage payment has been made in full.

But where’s all the horrible small print?

Attorney’s Fees

If any litigation or other legal proceedings relating to this Agreement occurs between the Parties hereto, the prevailing party shall be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorney’s fees and costs incurred in such litigation or proceedings.

Jurisdiction

This Agreement shall be constructed in accordance with and governed by the laws of the Republic of South Africa. In the event of a dispute between the parties, mediation will be first sought, with election of an independent mediator nominated by the Law Society South Africa.

Domicilium

Each of the parties choose domicilium citandi et executandi for any purpose arising from this Agreement as follows:

  1. ‘THE CLIENT’:
    • in ,
  2. LAB41:
    • 506 Mouille Grange, 33 Beach Road, Cape Town, Western Cape, South Africa, 8005.
    • Alex@Lab41.co

Limitation Of Liability

‘THE CLIENT’ shall and hereby indemnifies LAB41 against any liability, loss, claim or proceedings whatsoever, whether arising in common law or statute, whether suffered by herself or a third party, including any personal injuries or damages claim, however arising, out of or in the course of or caused by the execution of the services provided by LAB41 in terms of the Agreement, and/or ‘THE CLIENT’ in terms of its relationship with the client/Lead or any content provided by ‘THE CLIENT’.

Force Majeure

Force majeure simply means “superior force”. Google’s algorithms, algorithmic changes, ranking penalties, manual penalties, changes to its ranking layout, selection of Google Business profiles and further external factors such as Negative SEO by competitors can all have devastating consequences on rankings. No responsibility / blame will be attributed by either party to the other, and no compensation can be claimed by either party from the other.

Entire Agreement

This Agreement represents the entire agreement between the Parties with respect to all the subject matter hereof and replaces and supersedes any and all prior or contemporaneous agreements or understandings, written or oral or otherwise, with respect to the subject matter hereof.

Arbitration

This agreement shall be governed by and construed in accordance with South African Law.

  • The parties shall make all reasonable attempts to resolve any disputes between themselves, or failing this to refer the matter to an independent arbitrator, appointed by both parties.
  • The arbitration shall be held: at Cape Town
  • in an informal and summary manner without legal representation, and without it being necessary to observe the strict rules of evidence of the usual formalities or procedure; and in the absence of agreement between the parties the procedure to be followed shall be laid down by the arbitrator;
  • as soon as possible with a view to it being completed within 1(one) month from date on which the dispute is referred to the arbitrator, which is referral in turn must take place within 1 (one) month of the date upon which it is demanded;
  • The arbitrator shall be entitled:
    • to investigate any matter, fact or thing which he considers necessary or desirable in connection with the dispute and for that purpose shall have the widest powers of investigating all the books and records of any party to the dispute and the right to take copies or make extracts therefrom and the right to have them produced and/or delivered to any reasonable place required by him for the aforesaid purpose;
    • to interview and question under oath, representatives of any of the parties;
  • to decide the dispute according to what he considers to be just and equitable in the circumstances;
  • to make such award including an award for specific performance, an interdict, damages or a penalty or otherwise as he in his discretion may deem fit and appropriate.
  • The arbitration shall be held as quickly as possible after it is demanded, with a view to being completed within 30 (thirty) days after it has been so demanded;
  • An award that may be made by the arbitrator shall be final and binding, shall be carried into effect and may be made an order of any court whose jurisdiction the parties to the dispute are subject.

and a few more

Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

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. Headings contained in this Agreement are solely for convenience and shall not be used to define or construe any of the terms or provisions hereof. The Rule of Construction that any ambiguity in an agreement be construed against the drafter of such agreement, shall not apply to this Agreement. Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of South African courts.

Oh and don’t forget those men with big dogs.

Signed by and on behalf of .

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Signature Certificate
Document name: SitePRO Agreement: {{formidable-field-id-6673}}
Unique Document ID: 0ebeb6995d6125fe3384e05b17f79cc463be5cda
Timestamp Audit
7 Dec 2016 1:28 pm SASTSitePRO Agreement: {{formidable-field-id-6673}} Uploaded by Alex Read Read - alex@lab41.co IP 202.94.164.146