This Agreement is between the individual, hereby referred to as Client, and Brand New Vous, hereby referred to as Vendor. Collectively, all of the above people or businesses entering this Agreement will be referred to as the Parties.
Purpose of the Agreement
Client wishes to hire Vendor to provide services detailed in this Agreement. Vendor has agreed to provide such services according to the terms of this Agreement.
The Client has the authority to enter into this contract on behalf of yourself, the individual, or your company or your organization. The Client will provide the Vendor with the assets and information needed to complete the project. The Client will provide the assets in timely manner and in the formats requested. The Client will review the Vendor’s work, provide feedback and approval in a timely manner. 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.
We create designs that adapt to the capabilities of many devices and screen sizes. We create them iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’
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 by either phone, Skype, or Slack.
If—at any stage—you change your mind about what you want delivered or aren’t happy with the direction our work is taking, you’ll pay us in full for the time we’ve spent working until that point and may terminate this contract.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we’ll provide a separate estimate.
Graphics and photographs
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 photographs for you, we can provide a separate estimate.
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 Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. 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
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:
iOS: Safari and Google Chrome
Android: Google Chrome
We won’t test in Opera Mini/Mobile, specific Android devices, or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate.
We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we will recommend one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and will provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.
Search engine optimisation (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the pages that we develop are accessible to search engines.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks.
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.
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.
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 claim 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. 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 website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site 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 constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
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.
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 [number] days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in [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 at the rate of [percentage] per month or part of a month.
But where’s all the horrible small print?
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.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English and Welsh courts.
Vendor shall provide Client with the following service(s) and/or products ("Services"):
A beautiful, responsive, SEO-optimized three-page (3) website
Brand identity creation (font & color schemes)
Discount on domain and hosting fees*
Up to two (2) rounds of revisions* (additional revisions will incur an added expense)
Thirty (30) day turnaround**
One (1) thirty (30) min. 1:1 job coaching session
Delivery of Services
Delivery of Services
Vendor will provide all Services outlined in this Agreement and agreed to by both Parties. When the provided Services are tied to an expedited timeline, Client agrees to notify Vendor with expected timeline in advance.**
All materials, including but not limited to drafts and documents, shall be the exclusive property of the Vendor. No products, including digital files, will be released until the agreed upon Total Cost is paid in full by the Client per the payment agreement.
Access to Files
The Vendor shall make drafts and finalized documents available through Google Drive. These documents shall be available to the client within seven (7) business days. Vendor is not responsible for lost documents once given to the Client.
Deposit and Payment
The Total Cost ("Total Cost") for all Services is due in full by the start date of the Service(s). Client shall pay the Total Cost to Vendor as follows:
The Client shall make a non-refundable, 50% deposit* for the Vendor to perform the specified services outlined in this Agreement.
The remainder of the Total Cost must be paid by the Client prior to or on the date of delivery for the Service(s).*
Upon payment of the deposit, the Vendor will reserve the time and date agreed upon by both Parties.
The first payment of the Total Cost is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Vendor for committing to provide the Services and turning down other potential projects/clients.
Both Parties understand that the Client or Vendor may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written cancellation, Client is responsible for payment for all expenses incurred and any work done towards the completion of the project based on the percentage of the project completed that is determined at the sole discretion of the Vendor. Should Client cancel the project following its completion, Client is responsible for the Total Cost of Services as per the agreed upon, plus any additional expenses incurred. In the event of cancellation, Vendor retains ownership of all copyrights and original work created.
Client understands and agrees that he or she has hired the Vendor exclusive of any other service provider. In order to provide a high level of satisfaction and quality of service, no other service providers, other than any assistant or third party that Vendor hires to complete the Services outlined in this Agreement, are permitted to provide the same or similar services or products, paid or unpaid, as specified in this Agreement.
In the event that any copyrighted work(s) are created as a result of the Services provided by Vendor in accordance with this Agreement, Vendor owns all copyrights in any and all work(s) it creates or produces, including but not limited to all rough drafts and finalized documents in their original and processed formats, pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Vendor and may be used in the reasonable course of Vendor's business.
The Client understands that any duplication or alteration of original documents for the purpose of reselling or disseminating to any outside parties not named in this Agreement is strictly prohibited without the express written permission of the Vendor. If any of these actions are performed the Vendor reserves the right to request the takedown of documents and compensation equivalent to the loss of revenue and/or damages. The Vendor will grant the Client with permission to edit documents for personal use and advancement.
Permitted Uses of Product(s)
The Client shall only use the documents, including digital files, in accordance with the permissions within this contract. The Client's documents are for personal use only and shall not be submitted to contests or reproduced for commercial use without express written approval by the Vendor.
Vendor grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only. Personal use includes, but is not limited to, use within the following contexts:
In Client's personal website or professional profiles like LinkedIn or Hired; or
In personal communications, such as an email with a current or potential employer(s).
Client grants permission to Vendor and its assignees, licensees, and sublicensees, permission to use Client's name and testimony in any and all forms of media for commercial purposes, advertising, trade, personal use, or any and all other uses. Therefore, Vendor may use Client's name and testimony on Vendor's website, social media and/or other advertising.
Vendor acknowledges that she may receive or have access to information which relates to the Client’s past, present, or future employment, references, creative works, pending projects/proposals, and other proprietary information. Vendor agrees to protect the confidentiality of the Client’s proprietary information and all physical forms thereof, whether disclosed to Vendor before this Agreement is signed or afterward. Unless strict confidentiality is requested by Client in advance of the establishment of this contract, Vendor can display materials and final work created for Client in any and all forms of media for commercial purposes, advertising, trade, personal use, or any and all other uses.
Client has spent a satisfactory amount of time reviewing Vendor's Services and has a reasonable expectation that Vendor will perform the Services in a similar manner unless otherwise specified in this Agreement.
Vendor will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Vendor's current portfolio and Vendor will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:
Every Client and session is different, with different timelines, budgets, and needs;
Services are often a subjective art and Vendor has a unique vision, with an ever-evolving expertise and technique;
Vendor will use its best judgment when providing Services for Client, which may not include strict adherence to Client's suggestions;
Although Vendor will use reasonable efforts to incorporate Client's suggestions and desires when providing Client with the Services, Vendor shall have final say regarding the execution of Services;
Dissatisfaction with Vendor's execution or ability are not valid reasons for termination of this Agreement or request of any monies returned.
The Vendor retains the right of discretion in selecting the final versions and/or revisions of documents released to the Client. The Vendor has the right to decline any requests by the Client that the Vendor deems not up to par with the rest of their work or industry expertise. The Vendor has the right to decline any "extreme" editing requests, such as, but not limited to: falsifying and/or exaggerating experience(s). No re-editing will be done after the final revisions are presented to the Client.***
Limit of Liability
Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Vendor.
Loss of Product
In the unlikely event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Vendor shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.
Client agrees to indemnify, defend and hold harmless Vendor and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s) Vendor provides to Client.
Cancellation, Rescheduling, and Late Arrivals
If Client desires to cancel Services or if it becomes impossible for Vendor to render Services due to the fault of the Client or parties related to Client, such as failure of the Client to provide appropriate documentation in a timely manner, Client shall provide notice to Vendor as soon as possible via the Notice provisions detailed in this Agreement. Vendor has no obligation to attempt to re-book further Services to fill the void created by Client's cancellation if it becomes impossible for Vendor to provide the Services due to the fault of Client (or parties related to Client), and Vendor will not be obligated to refund any monies Client has previously paid towards the Total Cost. Client is not relieved of any payment obligations for cancelled Services or should it become impossible for Vendor to provide the services due to the fault of Client (or parties related to Client) unless the Parties otherwise agree in writing. For instance, if Vendor is able to secure another, unrelated client for, then Vendor may choose, at its sole discretion, to excuse all (or a portion of) Client's outstanding balance of the Total Cost.
In the event that the Client requests to reschedule a 1:1 session with more than seven (7) days notice, no penalty will be applied. Failure to give seven (7) day notice will result in the risk of forfeiture of the session. Rescheduled sessions are offered at the sole discretion of the Vendor and must occur within thirty (30) calendar days of the originally scheduled session date. Any Client that is late arriving to the session will have the amount of time late deducted from the time allotted for the session.
If the Client is more than ten (10) minutes late to a session, the Vendor retains the right to cancel the session. The non-refundable deposit shall not be returned and the Client is responsible for paying the remaining balance. It is the Client's responsibility to make sure they arrive on-time. Client shall not be compensated for the time deducted from the session due to late arrival by the Client.
Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:
A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or
War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
Failure to Perform Services
In the event Vendor cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:
Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and
Excuse Client of any further performance and/or payment obligations in this Agreement.
The laws of govern all matters arising out of or relating to this Agreement, including torts.
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
This Agreement constitutes the final, exclusive agreement between the Parties relating to the and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
The Parties may amend this Agreement only by the Parties' written consent via proper Notice.
*Forms of payment accepted for sessions and/or products are PayPal and Venmo.
**Rush delivery is available for an additional fee. ***Additional revisions may be purchased for an additional fee.