This Agreement shall form the Terms of Trade between the Parties and Legal Contract for the Project.

The terms of this contract will be effective whether signed or not upon receipt of initial payment towards the Project.

Summary:

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, the client and legal entity for which work will be conducted

engage

Us, Molehill Web Works, a trading name of Misty Property Trust ABN: 44 709 458 535 (referred to as Molehill)

for the provision of the Project, defined as products, services and/or ongoing works as agreed and priced in the attached schedule(s)

What do both parties agree to do?

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.

Both parties covenant that they will not compete with the other party or the Project, through use of any knowledge, asset or otherwise generated or collaborated on in development of the Project.

Getting down to the nitty gritty

Design

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.) We call that ‘design atmosphere.’

You’ll have regular opportunities to review our work and provide feedback. 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.

Text content

We’re not responsible for writing or inputting any text copy unless specified. If you’d like us to write new content or input text for you, we can provide a separate estimate for that.

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, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.

HTML, CSS and Javascript

We deliver templates developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive Javascript for feature detection, poly-fills and behaviours.

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.

Desktop browser testing

We test our work in current versions of major desktop browsers including those made by Google (Chrome), Mozilla Firefox, Apple (Safari) and Opera. We won’t test in older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

Mobile browser testing

Testing popular small-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. We test our work in current mobile browsers, including tablets and phones.

We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.

Changes and revisions

We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We 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 we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for that.

Legal stuff

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. You have 14 days from delivery to report any issues. Schedules take precedence over the main contract where the two differ. This Agreement with included Schedules is the whole of the Agreement between the Parties. 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.

Copyrights

You guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you have permission to use them.

We love to show off our work and share what we’ve learned with other people, so we reserve the right, with your permission, to display and link to your project for the purposes of display works and testimonials about the Project.

IP

Each party brings intellectual property to the Project (Background Intellectual Property) and each party retains ownership of their respective intellectual property. You exclusively licence your Background Intellectual Property to Us for the development of the Project and We exclusively licence our Background Intellectual Property to You for the purposes of the Project and for the life of the Project.

Each party will contribute to the creation of new intellectual property during the Project (Project Intellectual Property). You own all of the Project Intellectual Property.

Payments

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. Projects put on client hold for more than one week will be considered inactive and billed for work completed. If, at any stage, it is not viable to deliver ongoing work or variations we can cancel this contract and you’ll pay us in full for everything we’ve produced until that point. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

Payment Schedule

• 50% of total estimated initial fee due prior to commencement of work.
  A tax invoice will be provided when advised that you agree to this document.
• 30% of total estimated initial fee due when preparing to go live.
• Balance prior to delivery, go-live and/or release to client.
• 100% of the non-recurring estimate is required prior to commencing if it is under $2000.

Initial planning estimates are based on approximate calculations or judgements of the project requirements and often vary by 25% or more. Fees are based on time, materials and licence; with ongoing work beyond two months from commencement, variance or extras requested and incurred for the benefit of the client being invoiced and payable as they occur. Pricing for Australian clients is in Australian Dollars, exclusive of Australian GST and non-Australian clients is in USD. Pricing is valid for 3 months from the date of this contract. Individual items over-ride any calculation errors.

But where’s all the horrible small print?

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 Victoria, Australia.

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~ SCHEDULES ~

Schedule 1: Deliverables

[Copy of agreed deliverables, recommendations, proposal, etc.]

--- EXTRA INFORMATION FROM INITIAL PROJECT / WEBSITE EVALUATION ---

--- Schedule 1 may be a separate document, not specifically inserted into this contract, as agreed by both parties prior to receipt of initial payment ---
--- note: where initial evaluation conflicts with other information in the schedules or contract, it is understood that the information in the initial evaluation does NOT take precedence to specifications else where ---

---
Project completion and delivery is considered to be complete on go live, release to client or at the end of the launch stage of the project, if this has been allowed for and specified. Ongoing works are considered delivered as the work is completed.
---

--- END - Initial Website Evaluation ---

Schedule 2: Pricing

--- If pricing is not already specified, or extra detail is required, then the detail should be entered here.

Schedule 2 may be a separate document, not specifically inserted into this contract, as agreed by both parties prior to receipt of initial payment, more specifically most likely given as a Proposal or Estimate of Works ---

Schedule 2, Annex A: Estimated Initial Fee

Description		Total
Construction of website as per attached schedule(s)	$---
Initial extra products / services	$---
---	$---	$---
	------------	------------
Required Item Details
	------------	------------
Total Initial Fee		$

Schedule 2, Annex B: Contracted Monthly Engagement

Getting Hot Prospects to Your Site		Total
SEO - Search Engine Optimisation SEM - Search Engine Marketing Inbound Marketing Social Media Marketing SEO Keyword Copywriting& advice	$---
---	$---	$---
	------------	------------
Optimising Your Website ROI
Conversion Rate Optimisation Email marketing & Lead nurturing Process Automation & Integration Market & product development Relationship Maintenance & Management	$---
---	$---	$---
	------------	------------
mix of all above monthly services to review and optimise conversions, SEO and lead acquisition/nurturing campaigns, as well as assistance with site updates/code, etc	$	$
	------------	------------
Total Monthly Fee		$

~ END SCHEDULES ~