Tips from Idea15 Web Design

In web design circles, we never seem to get tired of talking about contracts.  From the simplest startup to the most advanced agency, there is always a contractual issue floating about.

In the two years since I started my web design business, my contract has gone through a lot of changes, but I am now quite confident about it.   Here is how I structure my web design contracts.  Your own contract should be a blend of advice like this, any regulations specific to where you live, and the experiences you will pick up along the way.  These guidelines do not deal with the specific legalese that should be in your contract, which can be individual to your country; rather, they list all the bases you should cover.

I should stress of course that I am not a lawyer, nor do I play one on TV, and you should have a lawyer in your local area review your contract.

1. Authorisation. This opens the contract by stating the main fact, which is that the client is contracting with you to provide a service.  The client is therefore authorising you to perform these services on their behalf, which may include accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.
2. Sole Agreement.  This declares that the work to be performed is limited to what is specifically set forth in the contract.  Any additional work will require a new contract.  This part of the contract can also state the time limit for the prices set forth in it (you do not want a client coming back to you in 2013 holding you to 2009’s prices.)
3. Confidentiality. Both the client and the designer agree that any business information discussed during the project will remain confidential, and neither of you will divulge any of it to outside parties.
4. Project design specifications (Scope of Work).  Here is where you list and describe the services which you will be performing.  Personally, I prefer to reference the written proposal which would have gone to the client before they chose to hire me, and note in the contract that “The web site will be built to the specifications detailed in the proposal dated xx/xx/xx.”  My proposals list all of the actual project issues such as coding, design, SEO strategy, CMS selections, handover packages, and so forth, and repeating all of that within the contract can result in having a 30 page contract for a 5 page web site.  This may not be permissible in your country, though, so please check with a lawyer.
5. Content.  Note who will be providing the content (the text and images on the site): the client, yourself, or a copywriter/graphic designer.  You may also wish to state that time spent editing the text content in order to bring it up to a basic standard of literacy will incur extra charges.  This is in case you have one of those clients who thinks they’re James Joyce.
6. Assignment of Project.  Here you inform the client that you reserve the right to tap subcontractors as needed for certain areas of the project.  Always include this in case an unexpected development within the project requires you to call in the geeks. (Note: Since first writing this post, I’ve met a business owner whose dodgy designer used this clause to justify forwarding the entire project to a cheap crap web designer in India and then took the credit for designing it – but they didn’t tell her about the India bit! Reassigning the entire project without permission, in a way that invalidates authorisation, sole agreement, and scope of work, is breach of contract {duh}. It exposes the designer as a lying middleman who has misrepresented himself, and permits the client to withhold all payments and take the liar to court to get back money already paid for the project. So don’t do it.)
7. Web Hosting.  Clarify the web hosting arrangements for the web site.  I have two paragraphs, and delete one as needed.  One paragraph details the arrangements when I host the site myself on my VPS, and one details the arrangements if a third party is hosting the site.  You may also wish to clarify backups here – whether you are responsible for them and if so, how often you will create them.  (More on backups.)
8. Domain name registration. Clarify who owns the domain and remind the client that you are not responsible for their failure to renew their domains on time.
9. Completion date. State that you will work to launch the web site on or about the date that you have agreed with the client.  Note that the launch date presumes that the contract has been signed and returned, the deposit has been paid, and that there are no unforeseen technical issues with the site.  You should also set a deadline for the client to have their content in before a penalty fee is applied.  Personally I state that “in the event the client has not submitted complete text and graphics content within six weeks after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the web site is published.”  This can help to reel in clients who disappear off the face of the earth for months at a time; and for me, this clause provided the rope that an abusive time-wasting client hung himself with.
10. Maintenance and hourly rate.  Clarify what maintence you will perform after site launch within the costs of the contract and what maintenance will be performed based on your non-contracted hourly rate.  If you have a “settling-in period”, which I grant the client for two weeks after launch, clarify that the settling-in period does not include massive structural changes which would fundamentally alter the site.  For example, they can ask you to make minor changes to a page, but they cannot ask you to add an e-commerce  shop.
11. Legal – this is the part where you cover your backside.
    • Note that you cannot guarantee that your work will always be completely perfect and error free (even though we like to think it is); and more important than that, note that you are not responsible for any damages or financial losses the company incurs.  In other words, if you give them a web site and they still go bankrupt in a year, it is not the fault of you or the web site.
    • I also note here that “if the Client or an agent other than Idea15 Web Design attempts to update the site’s pages, infrastructure, or source files in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at triple the hourly rate, and is not included as part of the updating time or this contract.”  This is for clients who think they can reduce their web budget to £0 by letting their 14 year old nephew have a go at the SQL (sigh) and for those clients – as some of my colleagues have described in genuine horror stories – who insist on the right to log in and edit the site’s source files as it is being built and at the same time that the designer is working on them.
    • Addendum to this post: in your legal bit, you should note that nothing the client will give you to use on the web site should violate any of the laws of your country; and if you are using a host in another country, they agree that none of their material violates the laws of that country either.  If you are in the EU using a host outside the EU – particularly a US host – this can raise a ton of issues involving data protection, privacy, and even child protection, so it really is best to “buy local.”
12. Copyrights and trademarks. Please read “The Twisted Thing” for the language you should use to clarify the fact that you are not liable if your client has given you stolen goods – someone else’s copywritten material – as their own content.  Discuss your Professional Indemnity Insurance policy if needed.
13. Copyright of web site. More backside-covering in which you clarify who will own copyright of the finished site, the elements within it, and the source code and scripting.  I also use this part to note that I will add a link to my own web site in the footer of the client’s web site which cannot be removed, and that I reserve the right to display the site in my portfolio as well as use it as an example in any web design education that I do.
14. Payment of fees.  This is where you very nicely state that if you do not have payment within X days of site launch, you will take the web site offline and the client will lose all rights to its use or duplication.  Note that the client is responsible for any debt collection fees which may come due.
15. Initial payment.  Note the full cost of the contract.  State that payment is due as follows: a percentage (I use 50%) upon the signing of the contract, and 50% upon site launch.  Some designers do not launch the site until the final payment has been received, but I prefer to launch and bill for the final payment on the same day – that gives the site some time to spider into search engines, and I can always switch the site off if payment is not forthcoming.  Clarify how your client should pay you (cheque, BACS, etc) and whom cheques should be written out to (your name or your company).  Stress that no work will be undertaken until both the signed contract and the 50% deposit are received and the deposit is in the bank (I and many other designers have been taken advantage of by clients who returned one but not the other.)

Like mine, your contract should evolve over time to reflect your actual experiences.  Heed the contractual warnings that your fellow designers will describe on web design lists such as Wise-Women as well.

Here are some great resources on web design contracts.

• Contract Killer
• Bulletproof Web Design Contracts
• Create a watertight web design contract
• Web design contract essentials
• Contract info at Website Tips
• Web Design and Developer Contract Swipe File

Where can I get a template for a web design contract?

If you are just starting out or are on a tight budget, WebDevBiz has an excellent contract kit which you can download for just $30.  I started my web design business with this kit and owe Patty a great deal of thanks for it.

If you have some room on your credit card, by all means invest in the Web Design Business Kit from Sitepoint.  It contains a CD-Rom with 73 web design business document templates, including a contract, which will help you take your business forward very quickly.