Writing your Service Contract

Jul '099th

This week I finally finished writing a contract I am happy with giving to clients.  I thought it might be useful to give you an overview of what is in it, as I know there are a lot of people who still don’t use them.  I don’t think it’s until you’ve been burnt that you truly appreciate how useful they are.

I used Andy Clarke’s article in 24ways as a guide. I strongly recommend you take a look first, I think he sets the right tone in his (more colloquial than legal fluff).

I’m not going to give you an exact replication of what it contains before I check it over with a lawyer. I also think it’s important to write it yourself so that you know and understand it inside out, but here are a few things you really should mention in it.

Here’s a photo of my completed contract. I tried to make it look as unscary as possible, and also keep it in tune with my branding.

Description of Contract

This section is to give an overview of the contract, and who is working for whom.

• Just a quick summary of what the contract is, who the client is, and the address your company, or where you as a sole trader are registered.
• A statement saying something along the lines of “by signing this, you are confirming that you have the power and ability to enter into this contract on behalf of your organisation”. This is to prevent someone who doesn’t have authoritative power within the organisation from signing the contract without that organisation’s knowledge.
• Mention that the contract does not let you break any laws, or violate the rights of third parties
• I added a note that the client can request to make changes to the contract before they sign it, and that they can always get in touch if there’s something they don’t understand.

Services

This section summarises what services you will be offering, but it doesn’t need to be an exact spec (this should be written in a separate document)

• Mention how many designs and rounds of revisions you will do.
• Cover what happens if the client is unsatisfied with your work after you’ve done the number of designs or hours you’d said you’d do
• Cover what happens if the client wants to add new features after you’ve made and agreed on an estimate. How will you charge this? By the day? Andy Clarke adds a note on putting the requests in writing so he can keep track of changes
• Which browsers will you be testing the site in? Will the pages look identical in every browser? You may want to charge extra if the client demands that the designs must look identical in every browser
• I added a paragraph about SEO. I’m not an SEO expert, and I’ve had a few clients who have assumed I am and asked me why their site isn’t at the “top of Google”. I concentrate on how users interact with the site, not how they get there. In this paragraph I stressed that I cannot promise to improve their search engine result status, but I build sites in such a way to increase its chances.
• You might want to mention that you may employ sub-contractors to help complete the project on deadline. In which case, if the client has got you to sign an NDA (Non-Disclosure Agreement), they will need to sign one too. But you should let the client know in the contract that there is the possibility of other people working on it and you may need to disclose information about the project to them.

Deadlines

It’s important to mention in this section that the client has to stick to deadlines just like you do. If they deliver content to you late, then you have a right to extend the deadline. How many times have you had to rush at the last minute to add content that the client has sent you a day before the site goes live? By writing something in your contract to cover this, it gives the client an incentive to get things to you on time.

• Stress the importance of the client signing off work on time, giving feedback where appropriate, and delivering content as and when you need it.
• Deadlines don’t just apply to project work. Mention the payment schedule (which we’ll get to shortly), and that you expect the client to pay on time

Copyright

This section covers who owns what at the end of the day.

• Remember that the content the client gives you may not be theirs to give. They may have taken images straight from Google, and you could potentially get into deep water if the owner of the images thinks you put them on the site. You’ve got to say that you put up the content provided in good faith, and that it’s their responsibility to check the copyright status of the content they have provided you. Remember to do the same on your end too though.
• You now need to mention what happens when you hand over the work. This is where it gets a bit complicated and where it’s a really good idea to talk to a lawyer. Do you want to give the client your work to use for whatever they want? Can they make modifications to the code? Can they give it to someone else to work on? Can they sell your code or designs on to third parties and say it’s theirs? If you don’t have a decent contract in place to cover this eventuality, what’s stopping them? Scary.
• Remember you can’t give them what is not yours. If part of the deliverable is not owned by you (ie if you used a content management system, or a code library like jQuery that you didn’t write yourself), then you need to protect the license owners. I added a bit that says the work I didn’t produce myself belongs to the respective owners, and their original license must be retained and respected.

Authorisation

I’ve added this section to clarify what I can and can’t say about the project, in particular what I can say about it before it goes live.

• Firstly I mention that if the client has an existing site, I will need access to their FTP account, and have “write” access to the files I need to work on. I may also need access to their domain registrar details if they want me to handle any transfer process, and if I needed anything specific, like access to their Intranet, I’d mention that too.
• I added a bit here that says I intend to add the client’s site to search engines, and that in the unlikely event that they want their pages omitted from search engine results, they should let me know in writing.
• If you want to write a blog post or case study about the project, or if you want to add it to your online portfolio, it’s really worth mentioning something here. Whether you can do this may be covered in an NDA (Non-Disclosure Agreement), but if there isn’t one, you’ll need to say that you intend to do this. If you want to mention the project on Twitter, you really should check with the client that they’re ok with that too.
• If you intend to put some text in the footer of the client’s site linking to your portfolio, add a sentence or two here stating that. Give the client the opportunity to reject this, and also mention that both parties can take the link off at any point. (You probably don’t want their site linking to yours if the client has Frankensteined your site with animated gifs of puppies and hot pink Comic Sans all over the place).

Maintenance

It’s important to plan ahead or the client may expect you to do maintenance for free.

• In the first paragraph in this section, I’ve stated that any work requested after the project has been signed off will be charged at my hourly rate. If it’s a feature request, you may want to charge it at your daily rate instead. I use hourly for very small bits of work, and daily for larger bits.

  A useful note about charging by the hour - A friend of mine (I’m pretty sure it was Emily Heath) mentioned that she charges for an hour even if the work she is doing takes five minutes. This gives the client the incentive to bundle bits of work together, rather than give her lots of little bits of work to do spread out. It’s time consuming switching between tasks, and although the work may only take 15 minutes to do altogether, there’s the time it takes to read the email, reply to it and switch what you’re doing to take into consideration.

• What will you do if the client finds an error? Most people will fix errors for free, and in this contract I’ve given the client 14 days to flag up errors. After that, I charge at my normal rate. It’s important to mention that you shouldn’t be liable for any errors. If some aspect of the client’s site doesn’t work, they may sue for damages. Probably best to talk to a lawyer about that one, and consider liability insurance to cover that.

Payment Schedule

Set out your payment schedule so there’s no confusion.

• In this section I’ve stated that I ask for 50% of the estimate and 100% of the hosting fee (if applicable) up front. I have worked on one project where I was too trusting of a client and they ran away with the work without paying me. If you ask for 50% up front, this is less likely to happen, and if it does, at least you have something which is better than nothing.
• State how many days the client has to pay you when you invoice them (it’s usually 30 days).
• Mention that you will need to be reimbursed for any expenses relating to the project (stock photography, fonts etc).
• Finally, state when the final payment is due, and make it absolutely clear. I’m taking advice from Sarah Parmenter and will ask for the full payment to be made before I make the site live. (Read her blog post on why payment prior to launch is so important.)

Limited Liability

This is a bit of a “cover my arse” section.

• Make sure you mention that the content of the client’s site is not your responsibility, in the sense that if they write libelous comments, or upload content that is copyright, they are the ones who will get in trouble, not you.
• I added a bit about it being the client’s responsibility to make backups, and any claims for damages or losses should not exceed the cost of the project. Again, this is a bit of a sticky one and something you should check with your lawyer.
• Final bit of legal stuff is just a statement that says the client can’t transfer the contract to someone else without your permission.

And Finally

Andy has a nice sentence that he’s added to the end of his contract saying “Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of [English] courts. Oh and don’t forget those men with big dogs.”

Now just add somewhere for you and your client to sign with the date.

I’d be interested to know your thoughts, and if you have your own contract, is there anything you think should be mentioned that I haven’t written here?