The Contract

Between Soul Gaze Photography, LLC 
And [CLIENT] or [Client’s Company]

Summary:

I’ll always do my best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know and understand 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. I have no desire to trick you into signing something that you might later regret. What I do want is what’s best for both parties, now and in the future.

So in short;

You ([customer name]), located at [customer address] (“You”) are hiring me (Soul Gaze Photography, LLC) (“Me or I”), located at 3224 Nobob Road, Glasgow KY 42141, to:

  • Connect your domain name to the host Squarespace.com.

  • Design and develop a web site on the host Squarespace.com.

For the estimated total price of [$40 per quarter or $160yr] as outlined in our previous correspondence. [Beyond this, you will be responsible for an annual fee of $216yr that will be paid to the host Squarespace.com, which may be cancelled at any time. ]

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 me the assets and information I tell you I need to complete the project. You’ll do this when I ask and provide it in the formats I ask for. You’ll review my 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.

Me: I have the experience and ability to do everything I’ve agreed with you and I’ll do it all in a professional and timely manner. I’ll endeavor to meet every deadline that’s set and on top of that, I’ll maintain the confidentiality of everything you give me. I promise I will not abandon the project nor make changes without authorization.

Full Details.

Design

I create designs that adapt to the capabilities of most devices and screen sizes. I am able to provide fast setup and design by using a base template provided by Squarespace. I then customize using themes, html code and css, so I won’t waste time (or your money) mocking up every template as a static visual. We may work together to create a Pinterest board of inspiration, using these visuals to indicate a creative direction (color, texture and typography.) I call that a ‘Mood Board.’ This is optional. You may also send links to websites that have a similar vision and aesthetic to your own for me to use for inspiration.

You’ll have plenty of opportunities to review my work and provide feedback. We’ll share a Google Drive folder and you’ll have administrator level access to your Squarespace hosted website. I will also maintain regular contact with you by either phone, Skype, or social media until your project is completed. The speed of completion is entirely dependent upon how quickly you communicate and provide content.

If—at any stage—you change your mind about what you want delivered or aren’t happy with the direction my work is taking, you’ll pay me in full for the time we’ve spent working until that point, and may then terminate this contract.

Text content

I am responsible for the setup and design of your website so that you have a template to follow for future pages. Unless agreed separately, I’m not responsible for creating or completing every page on your website. I provide professional copywriting and editing services, so if you’d like for me to create new content or input content for you, I’ll provide a separate estimate for that service.

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, I can suggest stock libraries. If you’d like for me to search for photographs for you, I can provide a separate estimate. You are responsible for the acquisition and purchase of any stock or assets to be used on this project.

HTML, CSS and JavaScript

I deliver pages developed from code such as HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for behaviors. I am not responsible for issues with code whether by my design or a change in a template by the host Squarespace.com.

DESKTOP 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.

I test my work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. I won’t test in other older browsers unless this has been agreed to separately. If you need an enhanced design for an older browser, I 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. I test my designs in:

iOS: Safari, Google Chrome and Microsoft Edge
Android: Google Chrome

I don’t test in Opera Mini/Mobile, specific Android devices, or other mobile browsers unless this has been agreed to separately. If you need me to test using these, I can provide a separate estimate for that.

Technical support & DOMAINS

I am not a domain or website hosting company, so I don’t offer support for domains, website hosting, email or other services relating to hosting, other than during the initial setup phase where I link your domain to the host Squarespace.com. Domains can take on average 72hrs to complete transfer. You may already have a domain provider, if you don’t, I will recommend one of my preferred domain providers. I will provide a separate estimate for that. Then, the acquisition and purchase will be up to you.

Search engine optimization (SEO)

I am not an SEO specialist, so I recommend that you hire one. I don’t guarantee improvements to your website’s search engine ranking, but the pages that I develop are accessible to search engines and developed in a way to ensure the most visibility possible. Changes to a website can and do affect SEO, but this is a temporary issue that will resolve with time and regular updates to your website. Do not expect to be ranking highly if you are not willing to invest time into blogging and updating your website regularly. If you would like for me to blog or update your website for you, or to increase your website presence by managing your social media, I can provide a separate estimate for that.

Website Terms and Policies

I am not a lawyer, so I recommend that you hire one. It is essential to ensure your website has the proper Terms of Service, Privacy Policy and Cookie Policy for your business type, services and products offered. I am not qualified to ensure you are protected legally.

Changes and revisions

I don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the length of time that I estimate I’ll need to accomplish everything you’ve told me you want to achieve, but I’m happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as I’ll provide a separate estimate and invoice for those additions. With that said, any changes must be in writing and signed by both of us. It will then be valid and effective as of the date of signing.

Legal Stuff.

I’ll carry out my work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, I am human and can’t guarantee that my work will be error-free and so I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, or errors and omissions, even if you’ve advised us of them.

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

First, you guarantee that all elements of text, images or other artwork you provide are either owned by you or the company that you’re working with me for, or that you have permission to use them. When you provide text, images or other artwork to me you agree to protect me from any claim by a third party that I’m using their intellectual property.

I guarantee that all elements of the work I deliver to you are either owned by me or I’ve obtained permission to provide them to you. When I provide text, images or other artwork to you, I 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, I’ll assign all intellectual property rights to you as follows:

You’ll own the website I design for you, plus the visual elements that I create for it. I’ll give you source files and finished files and you should keep them somewhere safe as I’m 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.

I’ll own any intellectual property rights I’ve developed prior to, or developed separately from this project and not paid for by you. I’ll own the unique combination of these elements that constitutes a complete design and I’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Displaying My Work.

I love to show off my projects, so I reserve the right to display all aspects of my creative work, including sketches, work-in-progress and the completed project on my portfolio and in articles on websites, magazine articles and books, television, advertisements or anywhere else deemed beneficial for self-promotion.

Payment Schedule.

I’m sure you understand how important it is for my small business that you pay your invoice promptly. As I’m also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule:

[Payment details]
[Payment schedule]

Since I am an eco-friendly business and value saving us both time, contracts and invoices are handled electronically. You may login to your Client Portal (soulgazephotography.dubsado.com) at anytime to download a copy of documents, invoices or receipts. Payment is your responsibility and will not be accepted by a third-party.

The payment terms are [number] days from the date of invoice. You may pay in-full or make multiple payments prior to the invoiced due date using cash, check (make payable to Soul Gaze Photography, LLC), credit card or direct bank deposit. Payments will be credited to your invoice once the deposit has cleared my bank. You agree to pay all charges associated with payment processing and I am not responsible for overdraft fees due to lack of sufficient funds. There is a $50 fee charged on all returned checks.

LATE PAYMENT: I reserve the right to charge interest on all overdue balances at the rate of [percentage] per calendar month. In the unlikely event that any invoice is not paid on time, I may charge a late fee, as stated on the invoice, or, if no terms are stated, amounting to five percent (5%) of the amount owed for every calendar month (or part thereof) that it remains unpaid.

NON-PAYMENT: I reserve the right to cancel your project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover my fees and any lawyer’s charges for doing so.

If you fail to make a payment (or pay in full), and no arrangements have been made to show an intention to pay, I will begin the process to pursue payment either through a collection agency or legal action will be filed in Barren County, Kentucky. This process may result in additional legal and court costs and may damage your credit rating.

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 written 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].

The Dotted Line.

[SIGNATURE]

[SIGNATURE]

Services Provided. 

The Service Provider will provide the following services: 

  • Login to domain provider Register.com to link the domain friendsofmammothcave.org to the host Squarespace.com. Completed, December 2018 with Helen Siewers.

  • Coordinate with Register.com to restore access to email address 'info@friendsofmammothcave.org'. Completed, December 2018 with Helen Siewers.

  • Submit payment to the host Squarespace.com for $172.80 (20% discount) with annual renewal of $216 due on December 7th, 2019. Completed, December 7th 2018 with Helen Siewers.

  • Build a temporary 'under construction' cover page to serve as a visitor welcome until the full website is completed. Status: Completed, December 2018 with Helen Siewers.

  • Work with The Client and those authorized by same to complete the content of the full website including the sitemap, website pages, blog. In-progress with Rick Dubose. 

Provide ongoing updates and maintenance as needed until the termination of the contract. This contract begins with a one-year contract, subject to renewal. Date of termination: December 6th, 2019.2a. Access. The Client will invite The Service Provider to have administrator level permission to The Client's Squarespace website for the purpose of providing requested customization(s) until this permission is revoked by The Client. By providing access, The Client grants permission for The Service Provider to make any and all changes as requested in section 2, including any others as agreed via email, text, chat or social media messages. The Service Provider will only access areas as required to complete the project and will not alter The Client's domain(s), website(s), code(s), design, layout, content, resources or social media account(s) without permission from The Client. 

Limitations to Services. 

Squarespace is a host platform designed to be responsive for both desktop and mobile with search engine optimization with an easy to use, drag-and-drop interface with no need for plug-ins, or learning anything technical. Users may add code (HTML, CSS and Javascript) to the website as needed to improve functionality and visitor experience. This functionality could change at any time. The Owner understands that some code may be beyond the abilities of The Service Provider. If The Client needs more than basic assistance with SEO, they will need to hire an SEO Specialist. The Terms of Service, Privacy Policy and Cookie Policy pages are required by law, but The Owner is not a lawyer and as such, is unable to modify or provide content for these pages.
 
Location and Travel. 

All custom website services and Squarespace customization is provided online through administrator access, email and video chat. There will be no need to travel, unless The Client chooses to also hire The Service Provider for photographic services. If The Client requests in-person services, there will be a travel fee of $50hr + mileage (billed at current IRS rate) for location(s) outside Barren County, Kentucky. The Client will be billed for related expenses such as airfare, lodging and meals. 

Delivery. 

The Client shall understand customization requests will be provided as quickly as possible, and will not harass The Service Provider by text, phone, email or social media for updates. Completion is dependent upon the number of active projects and level of work required. 

The Client is responsible for informing The Service Provider of deadlines prior to signing this Agreement, otherwise, no specific guarantee as to time for delivery shall be offered. The Client must request The Service Provider's services with sufficient time to allow for project collaboration. The Owner shall not be held responsible for delivery delays due to the collaboration process. Project completion is dependent upon The Client's speed of communication and the amount of time committed to the project. 

Copyright. 

At no time will The Client have access to the original code, design files, images or other resources. All photography, graphics, custom fonts or other resources must be purchased and provided by The Client and are required to be licensed for commercial use. The Client will not submit any content they do not have permission to use. The Service Provider is not responsible for issues with copyright claims. For changes made by The Service Provider, all rights to the website's design and development, including copyright, are and shall remain the sole property of The Service Provider. Any unauthorized usage is a violation of Copyright Law and will be prosecuted to the full extent of the law.  

Credit and Promotion. 

The Service Provider reserves the right to include screen shots of the completed work in their portfolio for marketing and promotional use.

Content & Resources. 

All text content, photography and graphics will be provided by The Client by email, Google Drive or Dropbox. Photography and graphics should be provided in their highest available resolution in JPEG or PNG format. The Client will retain rights to all provided content and The Owner will not use them for any other project.

Storage of Data. 

It shall be the responsibility of The Client to access, download and backup all data on their domain(s), website(s) and social media account(s) and to verify all backups are complete and accessible prior to providing access. The Service Provider will typically maintain copies of The Client's website data while working on a project. Once the project is complete, all data stored on The Service Provider's computer, external devices or cloud storage. 

Privacy of Data.  

The Service Provider will respect the privacy and confidentiality of The Client's data at all times. including, but not limited to: message contents, contacts, photos and files, login and password details, payment information and content on website(s), social media and all other areas of access provided or accessible. Reasonable measures of security have been taken to prevent data interception or loss. Data will never be shared unless unlawfully stolen or as required by law. It will be the responsibility of The Client to safely secure such data as The Service Provider will not retain copies of data beyond what is required in order to provide contracts and invoices.

Liability. 

The Client releases, discharges and agrees to hold harmless The Service Provider, heirs, legal representatives, and anyone acting under their permission or authority, from and against any liability as a result of injury or issues with quality that may occur, including without limitation, any claims for libel or any right of publicity or privacy, errors and omissions, visitor viewing limitations or errors, data interception, or issues related to third-party services such as changes in the host or domain platform services, fees or in the event of company closure. If The Service Provider is unable to perform this Agreement due to illness of The Service Provider or The Client, emergency, natural disaster, casualty, theft, failure of equipment, act of God or other causes beyond the control of either party, the liability shall be limited to the amount paid by The Client. 

ERRORS AND OMISSIONS

We will use our best efforts to prevent errors and omissions from occurring in web page information. If such errors or omissions occur, please notify us, and we will correct them for free, and that will be the limit of our responsibility and liability.

Damages. 

The Client will not hold The Service Provider liable for any accidental loss or interception of data or failure to ensure complete backups. Any damage to The Service Provider's equipment or property that is a direct result of The Client, shall be The Client’s responsibility to replace. 

Termination.

The Service Provider reserves the right to terminate services, if The Client is: uncooperative, behaving inappropriately, under the influence or in possession of drugs or alcohol or harassing The Service Provider or others (verbally, physically or sexually). If any such activity occurs, services will be terminated immediately and The Client knowingly forfeits all money paid and will be banned from future collaboration. This shall be in addition to any civil/criminal relief awarded to The Service Provider. 

The Client may choose to terminate this agreement at any time, but in doing so agrees to forfeit any retainers, deposits or payments previously made and to promptly pay all pending invoices for the work done up to the date of termination. The request for termination must be in writing, signed and dated by the client. It must explain the reason for termination and define the date services are to cease.

Arbitration. 

This Agreement is governed by the laws of the State of Kentucky. Any disputes will be handled through arbitration.

Authorization. 

The Client hereby confirms to have read, understood and agree to this Agreement prior to signing. The Client gives consent to The Service Provider for services rendered, grants permission to The Service Provider to have access to personal and private data, domain(s), website(s) and social media only as required for this project with permission revoked upon project completion or contract termination. The Client confirms to be at least 18yrs of age, legally able and mentally capable to enter into binding agreements and has the authority to enter into this contract on behalf of their company or organization. The Client authorizes this Agreement to be valid upon signing, whether in print or digital form, and understands changes must be made in writing as an amendment to this Agreement with both parties under no obligation to accept or agree to modifications. If any portion of the contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.