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| 1 | +# Contract |
| 2 | + |
| 3 | +## Terms and definitions |
| 4 | + |
| 5 | +* **‘This document** refers to this contract and the terms and agreements within |
| 6 | + it. |
| 7 | +* **‘The Work’** refers to the project for which this document was actioned. |
| 8 | + This could be, but is far from limited to: a workshop, consultancy time, |
| 9 | + development work, a conference talk. |
| 10 | +* **‘You’** refers to the client or company on behalf of whom The Work is |
| 11 | + commissioned. |
| 12 | +* **‘I’** refers to me, Harry Roberts, working for You on behalf of CSS Wizardry |
| 13 | + Ltd. |
| 14 | + |
| 15 | +## About this document |
| 16 | + |
| 17 | +I’m really excited that we’re at the stage where we’re signing contracts; it |
| 18 | +means that we’re a great fit both professionally and personally (I like working |
| 19 | +with nice people). I am very keen to maintain this relationship, and I hope this |
| 20 | +document can help us with that. I have tried to remain firm but fair, and I hope |
| 21 | +everything within this document seems reasonable. |
| 22 | + |
| 23 | +I have a very laid back and informal approach to my work, and I am not a fan of |
| 24 | +small print or legalese, so I aim to keep this document as concise and casual as |
| 25 | +possible. I hope You agree—and are comfortable—with this tone and approach. |
| 26 | + |
| 27 | +This document exists to protect the interests of all involved parties, to |
| 28 | +outline our responsibilities to one another, and to avoid any confusion or |
| 29 | +disappointment during and/or after our time working together. |
| 30 | + |
| 31 | +If anything is unclear please do not hesitate to ask me any questions. It is |
| 32 | +also important to know that amendments and additions can be requested _prior_ to |
| 33 | +signing the document. Each project I undertake will have its own individual |
| 34 | +nuances and requirements, so I am able and willing to modify this document to |
| 35 | +suit the needs of each project. |
| 36 | + |
| 37 | +In summary, The Client is contracting CSS Wizardry Ltd. to complete |
| 38 | +work outlined within this document and/or other documents in accordance with |
| 39 | +agreed briefs, specifications, costs and deadlines. |
| 40 | + |
| 41 | +Now, let’s do great work together! |
| 42 | + |
| 43 | +--- |
| 44 | + |
| 45 | +## Involved parties |
| 46 | + |
| 47 | +**Harry Roberts, ‘CSS Wizardry’, ‘I’:** |
| 48 | + |
| 49 | +Harry Roberts |
| 50 | +[Address] |
| 51 | + |
| 52 | +**[Name], ‘The Client’, ‘You’:** |
| 53 | +[Address] |
| 54 | + |
| 55 | +## Scope of The Work |
| 56 | + |
| 57 | +The scope of The Work I will be carrying out for You will likely have been |
| 58 | +outlined, understood and agreed in previous correspondence. Emails and other |
| 59 | +documents detailing the scope of The Work are supplementary to this document and |
| 60 | +shall be referenced and referred to when agreeing and defining the project’s |
| 61 | +scope. |
| 62 | + |
| 63 | +## Change in scope |
| 64 | + |
| 65 | +There are times when the scope of The Work may change. Ideally we will handle |
| 66 | +these as-and-when, and in a pragmatic manner, but any major deviations in scope |
| 67 | +may require renegotiation of rates and the termination and renewal of the |
| 68 | +contract. |
| 69 | + |
| 70 | +## Deadlines |
| 71 | + |
| 72 | +Deadlines for The Work shall be agreed in separate correspondence, and I shall |
| 73 | +do everything within my power to stick to them. In the unfortunate event that |
| 74 | +either party cannot meet a deadline, it is important that we remain completely |
| 75 | +transparent and honest about any delays or hold ups. Delays can, will, and do |
| 76 | +happen, it is how we handle them that matters. |
| 77 | + |
| 78 | +## Copyright and ownership |
| 79 | + |
| 80 | +The nature of open-source, and a lot of The Work I carry out, policing copyright |
| 81 | +is quite difficult. Any third-party libraries will remain under their respective |
| 82 | +licenses, and it is Your responsibility to ensure that any supplied materials |
| 83 | +(stock photography, font files, code, etc.) are correctly licensed. |
| 84 | + |
| 85 | +Once the entire outstanding balance of the project has been paid, all relevant |
| 86 | +copyright of The Work that can be assigned to you shall be. |
| 87 | + |
| 88 | +There will likely be a few grey areas if The Work is a workshop or conference |
| 89 | +talk that you have paid for but not explicitly commissioned. For example; if I |
| 90 | +were to give a public talk at your conference, I would like to retain copyright |
| 91 | +of the slides etc. so as to share them with the wider community; if I am |
| 92 | +commissioned to give a workshop specifically for/to your business, you would |
| 93 | +retain the copyright. I like to think we can agree on the intricacies of these |
| 94 | +on a case-by-case basis. |
| 95 | + |
| 96 | +## Disclosure |
| 97 | + |
| 98 | +I am more than happy to sign a Non-Disclosure Agreement (NDA) in order to work |
| 99 | +on your project. |
| 100 | + |
| 101 | +I often like to write and tweet about the projects I am currently working on; if |
| 102 | +there is no NDA in place I shall assume that You authorise me to do this. Please |
| 103 | +explicitly state if this is not acceptable before signing this document. |
| 104 | + |
| 105 | +I shall explicitly seek your consent before open sourcing—or writing in any |
| 106 | +detail about—any of the code or techniques employed in The Work. |
| 107 | + |
| 108 | +## Alterations, amends and maintenance |
| 109 | + |
| 110 | +Any amends which do not drastically alter the scope of The Work, or that are |
| 111 | +intended to bring The Work more in line with project requirements, usually fall |
| 112 | +under the agreed scope of The Work and, as such, do not require renegotiation of |
| 113 | +costs or this document. |
| 114 | + |
| 115 | +For any changes that do change of the scope of The Work, please see the _Change |
| 116 | +in scope_ section of this document. |
| 117 | + |
| 118 | +Any bugs, which, unfortunately, cannot be guaranteed against, that are directly |
| 119 | +related to The Work, and are discovered within two weeks of the end of The Work, |
| 120 | +shall be fixed as a matter of course, and require no renegotiation of terms. I |
| 121 | +also apologise in advance if we should ever find ourselves in this situation. |
| 122 | + |
| 123 | +Maintenance of The Work is not covered by either the project’s costs or this |
| 124 | +document unless explicitly agreed. Maintenance work can be specced out and |
| 125 | +priced separately to the scope of The Work. |
| 126 | + |
| 127 | +## Payment |
| 128 | + |
| 129 | +Being a small and, currently, a fledgling business, cash flow is very important |
| 130 | +to CSS Wizardry. As such, it is asked that You meet the payment terms outlined |
| 131 | +below. |
| 132 | + |
| 133 | +### Deposit |
| 134 | + |
| 135 | +An upfront deposit of 50% is required before commencing with any agreed work. |
| 136 | +This deposit is non-refundable and will only be paid once a fixed scope has been |
| 137 | +set, and we are confident that we wish to work together to these agreed terms. |
| 138 | +No deposit shall be taken until You are completely happy with, and clear about, |
| 139 | +the agreed scope of The Work and its surrounding terms. |
| 140 | + |
| 141 | +### Payment terms |
| 142 | + |
| 143 | +Once a project is deemed complete, an invoice shall be raised for the remaining |
| 144 | +50% of the project cost, along with any other incidental costs (see _Expenses_). |
| 145 | +The remaining balance shall be paid within 14 days of it being invoiced. |
| 146 | + |
| 147 | +### Late payment |
| 148 | + |
| 149 | +Failure to meet agreed payment terms (primarily, but not limited to, late |
| 150 | +payment) will incur penalty in the form of 10% of the total project cost for |
| 151 | +each calendar week of late payment. This penalty fee shall be paid on top of |
| 152 | +any outstanding invoices. |
| 153 | + |
| 154 | +### Expenses |
| 155 | + |
| 156 | +Any expenses (e.g. travel, accommodation, font licenses, etc.) shall be charged |
| 157 | +on top of any charges relating directly to The Work. |
| 158 | + |
| 159 | +## tl;dr |
| 160 | + |
| 161 | +Let’s just be respectful and mindful of each other at all times, before, during |
| 162 | +and after The Work. |
| 163 | + |
| 164 | +## Signatures |
| 165 | + |
| 166 | +The undersigned confirm that they have read, understood, and shall adhere to the |
| 167 | +terms laid out in this document: |
| 168 | + |
| 169 | +**Harry Roberts:** |
| 170 | +**Date:** |
| 171 | + |
| 172 | +**You:** |
| 173 | +**Date:** |
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