Between us, RL Studio Handelsbolag, and you, ____________________________.
We’ll always do our best to fulfil 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 (____________________________), located at ____________________________________ are hiring us (RL Studio Handelsbolag) located at Ankdammsgatan 27, 171 67, Solna, Sweden to build a web service, outlined under Product, at an hourly rate, outlined under Payment. Of course it’s a little more complicated, but we’ll get to that.
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us everything we need to complete the project as and when and in the format we need it. 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 endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.
[Short product description]
The complete specification of the product will be developed during the development of the product itself, and will either be provided by you, or by us at the standard hourly rate outlined in Payment.
We guarantee delivery of the completed product, as long as the invoices are paid in due time. Shall that not be the case, we reserve the right to cancel this contract.
This website's design will be based on Twitter Bootstrap, Foundation Framework or a similar CSS framework to speed up our development process. Unless requested, the design will not be further customised. All customisations are, of course, at your expense.
If, at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract.
We’re not responsible for writing or inputting any text copy. If you’d like us to write new content or input text for you, we can provide a separate estimate for that, or separately agree to do that under the terms of this contract.
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 for that, or do it for the contracted hourly rate.
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 can set up an account for you at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.
We do also offer the option of a separately agreed upon Service Level Agreement (SLA), wherein we would promise you a certain uptime, and a certain level of management and support, and you would pay a fixed or varied-rate fee.
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. We also reserve the right to subcontract work to another company, but will naturally guarantee you the quality that we would deliver.
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.
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 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 will receive an exclusive license for use and modification, allowing you to freely update or change the application as you see fit, or hire anyone else to do 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. We will also own the right to the code written for this project, but will remain prohibited from using the unique combination that constitutes your product in other projects. We do however still reserve the right to use the individual components elsewhere.
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 also reserve the right to display aforementioned work through other organisations by which we can be considered represented.
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 terms.
- We will always invoice for a minimum of 3 hours of work
- The minimum tracked time is 15 minutes (this basically means a 5-minute phone call will be charged for 15 minutes, yikes)
- Invoiced hours will be rounded upwards to the nearest half hour
- Invoices will be sent biweekly, with the first invoice sent two weeks after the first day on which work commences.
- If we give a time and price estimate, it is not considered a binding fixed-price contract. We provide an estimate, but we will still charge you for the full time it took to complete the work.
We issue invoices electronically. Our payment terms are 7 days net from the date of invoice by the SWIFT international payments system or Swedish Bankgiro. All proposals are quoted in SEK 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, shall those be applicable. 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 8% per month or part of a month.
If an invoice is not paid on time, we reserve the right to cease our production of the product, until the overdue invoice has been paid and the money received by us.
So let’s talk price, and iron out exactly what it is you pay for. This contract states that we will do some work for you. However, keep in mind that all correspondence between you and us is also work, and will hence be charged as such. In essence, any work that we do pertaining to your product will be charged for, which we think sounds fair. Getting down to the numbers, we have some terms:
- Our working hours are 08-20.
- If we decide to do work outside of these hours, but it hasn’t been specifically requested by you, or is required to complete work before a deadline, then we will charge the same rate as for our normal working hours.
- We charge 700 SEK/h under normal working hours
- We charge a 50% surplus fee 06-08 and 20-22
- We charge a 100% surplus fee 22-06
- If you need us to urgently make a change, we will charge an additional 1500 SEK.
Just like a parking ticket, you can’t 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 Swedish courts.
Signed by and on behalf of RL Studio Handelsbolag
Signed by and on behalf of ____________________.
Everyone should sign above and keep a copy for their records.