This Master Services Agreement (the “Agreement”) is entered into as of ______________________________, (the “Effective Date”) by and between CDBTech, LLC, a North Carolina limited liability company (the “Company”, “I”, or “We”), and ______________________________, a ______________________________ (the “Client” or “You”).
Standard Hourly Rate: _______________
Purpose: I’ll always do my best to fulfill your needs and meet our agreed upon expectations, but it’s important to have things written down so that we both know the terms of our relationship, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find complicated legal terms or long passages of unreadable text. I have no desire to trick you into signing something that you might later regret. I do want what’s best for both parties, now and in the future, and to clearly outline the terms of our engagement and the expectations of both parties. Please read this contract thoroughly, and ask me about anything that’s unclear to you.
In short: You are hiring me to provide you with ongoing business technology services. The work we do together will hopefully continue for a long time over many projects, and as such, this contract will not contain project details. Instead, the purpose of this contract is to outline general terms for our professional relationship, applicable to any work we do together. The details of each individual project will be addressed in separate Scope of Work addenda to this contract, but this agreement provides the master terms and conditions of our relationship, applicable to any of our future project engagements.
As my client, you affirm that you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide me with everything that I’ll need to complete projects, including text, images, and information, as and when I need it and in the format I ask for. You agree to review my work and provide feedback and approval in a timely manner. Deadlines work both ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule terms in this contract.
I affirm that I have the experience and/or ability to perform the agreed upon services and that I will carry them out in a professional and timely manner. I will endeavor to meet all the deadlines mutually agreed upon, but I cannot be responsible for a missed deadline if you have been late in supplying materials or correct information, or have not approved or signed off on my work on-time at any stage.
I am not responsible for writing or inputting any text, images, video, etc., unless otherwise agreed.
You are responsible for making any project-related purchases such as themes, photos, or hosting, unless otherwise agreed upon in writing. This is for your own benefit, so that you will continue to have access to – and the license to use – any of those 3rd party assets long after the project ends.
I am not a web hosting service and do not offer or include technical support for website hosting, email, or other services relating to website hosting. However, I do warrant that deliverables I provide to you will continue to function as agreed upon in our original Scope of Work for ninety (90) days after development completion. Any updates or revisions you perform yourself runs the risk of breaking the deliverables and will void any warranty I have provided. However, I will do my best to help you fix the problems if asked. I will charge you at my standard hourly rate for technical support for problems not directly caused by errors in my work, or for errors caused by my work and not brought to my attention within 90 days of development completion.
I cannot guarantee that my work will always be error-free and so I can’t be liable to you or any third party for resulting damages, including lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to use the products I provide you with, even if you have advised me of the possibilities of such damages.
You agree to be solely responsible for and indemnify us in full from all liabilities and expenses arising out of any claim by a third party that any information, data, copyright work, material, software, hardware or methodologies provided by you to us for use in performance of the terms of this contract infringes any third party’s intellectual property rights.
You agree to change all relevant passwords (FTP, website, host, databases, etc.) after I no longer need the access in question and that I can’t be held liable for any security breaches resulting from your failure to do so.
The maximum liability of both parties under the terms of this agreement is 1.5x the price paid by you for the services agreed upon under the terms of this agreement. This liability cap provides predictability to both parties and reduces the exposure of both of us to outstanding liabilities and risks.
You guarantee to me that any elements of text, graphics, photos, designs, trademarks, or other assets that you provide me with are either owned by you, or that you have permission to use them and that such license will transfer to me for the limited scope of my use of the elements for your project.
You acknowledge that some of the images, code, templates, or other elements that I use may be provided by a third-party under a license that requires attribution. You authorize me to include such credit as needed.
When I receive your final payment for a project, copyright is automatically assigned as follows:
- You own any graphics and other visual elements that I create for you. I will give you a copy of all files, if requested, and you should store them safely, as I am not required to keep them.
- You also own the text content, photographs and other data you provided, unless someone else does.
- I reserve the right to reuse any code or technique I developed for your project, so that I don’t have to solve the same problem from scratch twice.
- I reserve the right to display and link to your completed project as part of my portfolio and to write about the project in a non-derogatory context on websites, in articles, and in books about web design.
I will not share your credentials, account information, files, or business processes without your explicit authorization. I will do my best to guarantee the safety of any data you provide to me, including use of the SFTP protocol to access your server when available, generating randomized passwords for any accounts I create for you, and password-protecting any drives I store your files on in the course of my work for you. As far as long-term file retention is concerned, I only store copies of milestones in our development process, stripped of any sensitive information, for reference purposes.
As your consultant, not all of my time will be spent coding for you. Instead, I’ll likely be talking to you, learning about what you’re trying to accomplish, doing research for you, and recommending and implementing tools for you to use. Discovery, communication, and research time is billable, and I will bill you for phone conversations, meetings, lengthy emails, and/or research.
For work billed hourly, I will keep a timesheet of time spent per activity, date, and your balance for you to access at will.
For ongoing work, I am generally able to turn individual task items around in 2-4 days during the business week. If you need work completed in under a day, tell me and I’ll do what I can, schedule and work queue permitting. If you need a guaranteed turnaround time of under 24 hours, you will be billed for those hours worked at 2 times my standard hourly rate. I will never bill you for rush completion without first receiving your written acknowledgement and approval.
When requested or for larger work, I will submit a project proposal for your review and agreement. Project proposals typically include a detailed and comprehensive scope of the work to be done, a timeline for presentation of deliverables, cost, and payment terms. In the event of a contradiction of terms between this contract and the project proposal, the proposal’s terms shall supersede the contract’s, but only for that project.
Changes to a project proposal after your initial review and agreement must be in writing and agreed upon by both parties (“Change Order”). Amendments to project proposals may result in additional costs and a revised timeline for completion of the project. Any Change Order will provide the revised payment terms and a revised estimate for completion of work. By agreeing to a Change Order, you consent to the revised terms.
I’m sure you understand how important it is that you pay the invoices that I send you promptly. As I’m also sure you’ll want to stay friends, you agree to stick tight to the payment schedule we agree upon.
For ongoing work, I typically invoice at the end of the month. For project work, payment terms will be outlined in the project proposal. All invoices are payable within 15 business days of receipt. If any payment due by you under this Agreement is late by more than thirty (30) days after the date of the invoice, I will be entitled to charge interest on such payment at the maximum legal rate day to day from the invoice date until payment in full, including interest, is made.
You agree to notify me via email of any billing discrepancies within 5 days of receiving the invoice. Invoiced amounts will be deemed undisputed if no written notice is given within this time.
If I’m doing work for one of your client projects, please note that I am still to be paid according to the terms above, regardless of your payment terms with your client.
All contracts, proposals, and invoices will be denominated in USD or SGD. If you’re paying in a currency other than one of these, you are responsible for all bank and conversion fees.
In the unlikely event we are forced to submit an unpaid bill to our attorney for collection, you agree that you will be responsible for reimbursing us for the reasonable costs of collection. During the collection process, interest on the balance owed will continue to accrue at the maximum legal rate.
For fixed-rate projects, I retain the right to unilaterally terminate this agreement if more than 10 business days pass after the agreed upon project deadline and the project has not been completed due to significant delays caused by your failure to provide me with requested content, feedback, or work sign-offs. ‘Significant delays’ here are understood to mean situations where more than 50% of the total length of the project, in days, are spent waiting on actions from you.
If I exercise this clause, you agree to pay me for the hours I worked between the date of my written notice of termination and your last payment, at my standard hourly rate.
The landscape of web browsers and devices changes regularly and my approach is to look forward, not back. With that in mind I will test any views that I build for you in the current stable version of the four major modern desktop browsers by market share, as well as in iOS. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software.
For example, as of August 2020, browser coverage would be:
- Chrome 85 (tested), with any bugs in v84 covered
- Safari 13 (tested), with any bugs in v12 covered
- iOS Safari 13 (tested on an iPad and iPhone, in portrait and landscape modes), with any bugs in v12 covered
- Firefox 80 (tested), with any bugs in v79 covered
- Edge 84 (tested), with any bugs in v83 covered
- Internet Explorer 11 (not tested)
If you need me to consider other or older browsers, I will charge you at my standard hourly rate.
If you’re hiring me to code your wireframes, PSDs, or other designs, please understand that my role as a developer is one of a translator. I break down the designs you provide and rebuild them in a different medium, taking into account constraints such as browser compatibility, accessibility, performance, and dynamic use-cases.
The finished web product will rarely be a ‘pixel perfect’ replica of your design, but rather a ‘reasonable translation’ of it. I’ll do my best to match your original design and address any specific differences you note, but I want the product I develop for you to load fast, scale, adjust for any content you give it, use quality code, and be usable for as many people as possible – all in addition to looking great.
For hourly billing clients, all revisions will be billed hourly.
For project-based clients, you will have the opportunity to make up to two rounds of revisions. Revisions are minor tweaks to items that are part of the stated project scope. All additional work is considered to be outside the scope of the included two rounds of revisions and will be billed out at my standard hourly rate. If you’re not happy with the project at this stage, you will pay me in full for all of the work I have produced until that point and you may either cancel this project or continue to commission me to make further revisions at my standard rate.
Although I may show you the in-development product, I prefer to wait until development is mostly finished to ask you for these revisions, so that you don’t have spend time reporting issues I already know about.
You can’t transfer this contract to anyone else without my permission. This contract stays in place and need not be renewed for future projects between us.
This contract is based heavily off of Contract Killer and the AIGA Standard Form of Agreement for Design Services. (Just giving credit where credit’s due.)
This contract is stored in a publicly accessible version controlled repository on GitHub. Comments and pull requests are always welcome.
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.
No changes, modifications or amendments of any term of this contract will be valid unless agreed upon by the Parties in writing.
This contract shall be interpreted under the laws of the State of North Carolina. The Parties agree that the location and jurisdiction for any dispute arising under this Agreement shall be proper only in any federal or state court located only in Durham County, North Carolina.
This contract, together with any agreed upon Scope of Work addendums or Change Orders, is the entire agreement between the Parties relating to the subject matter covered in the contract. The Parties will not be bound by or liable for any statement, writing, representation, promise, or understanding not set forth in the contract or an agreed upon project proposal or change order.
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