Examples of Service Agreements with Web Developers/Designers
As you can probably surmise from the changes that have been happening on this site throughout 2010, The Digital FAQ is in a transition on the way we present information and the type of information being presented. The video, photo, print design and web-related services we provide are also being altered and improved upon to meet the needs of digital media clients in 2010, while also working to keep pricing well below that of our competitors.
Our most recent terms of service for website work was written in 2007 and updated in 2008, but it was created for clients that had us create their site, host it, and maintain it on an ongoing basis. Starting this year, we've had a lot of clients who insist on self-hosted sites -- and that's fine -- but a new ToS has to be created for this type of work. Yes, we could copy a generic template, but it still would not be adequate based on what I've seen so far. So we're in the process of creating a new custom ToS for this new breed of client. And it won't be finished until December. In the interim, clients were told that anything not specifically permitted via email should automatically be assumed as disallowed, and that a formal ToS would be provided around the end of the year. (That anything not specifically stated as permitted is disallowed should generally be how any business assumes non-"work-for-hire" is created anyhow! Contracts are there to alter the status quo -- i.e., change the non-permissible to permissible, as well as changing the usually-permissible to non-permissible -- as well as serve as reminder or clarification of the status quo. ToS is a common form of contract.) In this temporary vacuum, a client has suggest we sign his contract. This is unusual, and unfortunately something we simply cannot do. Rather than simply send a response to the client in an email, I've decided to redact identifiable information (i.e. CLIENT COMPANY, LLC and THE WEB DESIGNER) and use it for educational purposes. I know this is a topic where a lot of creative freelancers struggle, be it for web design/development, print work, photography or even writing. Hopefully the client won't get offended, but at the same time I know this new business owner is learning, too! So this is written purely from an educational stance, for the client's benefit, as well as for the benefit of anybody else researching this topic on Google. This is a good example of the kind of contract a freelancer should never sign under any circumstances. It looks more like a work-for-hire type of contract, where you'll end up relinquishing all rights to your work. The only time you should sign a work-for-hire contract is when you're being put on full-time payroll with benefits, preferably on a long-term contract with limited separation options (or with separation options that also include the return of some/all rights to the work created). Freelancers are not work-for-hire employees. I refuse to sign WFH contracts anymore, unless I retain all rights for work produced for at least the previous 90 days. As the content author/creator, I also refuse to sign anything that disallows backup copies and/or portfolio use of my work (an assumed right, but one that should still be reiterated formally in contract or ToS). The below contract also requests that I turn over rights that I do not have -- i.e., releasing the code rights that I have licensed from other developers. Below are some excerpts from this contract, followed by smaller quotes with comments underneath... Quote:
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There's also something to be said of the freelancer mindset. If we wanted to be pushed in this manner, we'd still be at our 9-5 M-F weekday jobs, where a boss/manager of some kind is harassing us on a daily basis. Freelancers chose this working lifestyle because we're given more freedom to select what we want to do, and set our own schedule of when we want to do it. For example, I like to start my days well before sunrise, and by lunchtime my working day is over. I can spend the afternoon with family, running errands, relaxing, etc -- assuming I've not intentionally doubled up on workloads. As an individual non-employee, freelancers maintain their own schedules, as opposed to an employee that is always "on-call" while in the office, at the whim of his/her employer. If a freelancer has other projects pending, a client may find his work put into a queue for some length of time. Good freelancers are honest about their queues -- although some clients get unreasonably pissy when informed that they must wait a week or two. (For the freelancers reading this: We tend to drop most clients who get bent out of shape over waiting a few days or weeks for their work to be completed. Refunds are also at our discretion, be it in part or in whole, based on the labor and time spent, as well as accounting for other work that may have been turned away in that time. About once a year, we will inevitably end up doing work for a narcissist that needs an attitude adjustment. Beware of those kinds of clients!) Quote:
Note that not all features may work in all browsers -- this is often a defect of that specific browser and its rendering engine (or implementation thereof), rather than a failing of the website developer, designer or programmer. Quote:
The reference to "format" really falls within the specs of the original project. All formatting -- i.e. encoding of videos, customization/writing of PHP code, etc -- must fall within the original agreement (and in terms that were apparent to the developer, not the client who may have used generic and misleading descriptions). Such things would never be written into a ToS or contract, but rather found in the work order and project description. We discuss sites via email, on the phone, or in person -- and then often email an invoice that also serves as the work order. (A minimum of 50% non-refundable deposit is required to initiate the project, and payment serves as acknowledgement of the ToS when available.) Anything that falls outside the work order will be an extra charge at an hourly rate, with 100% of the estimate immediately due before continuation and implementation. Quote:
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Yes, this means I'm turning away potentially "free money" ($50) for each install of MySQL. But our mission is not profit motivated, only service motivated. Good services, good information, good prices. Quote:
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Most approval must happen at the midway point of the project, upon which the remaining 50% of funds (as a % example) are due. However, the project must still conform to the original project specs, and revisions may be subject to increased costs with 100% of estimate due immediately. If the change is minor, and near-zero time is required, we'll often just login and make the change at no added charge. (We're reasonable people, after all!) Again, this is all pretty standard policy and pricing within the web development community. The Digital FAQ offers hourly management rates, either in individuals or in discounted expiring monthly blocks, to eligible clients. This can be used towards maintenance and minor revisions. Quote:
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The client is licensed to use the site for the domain it was intended for (or future renamed version of the single business/domain), and not "full" rights. The designer retains all ownership over the design. Of course, even if the designer/developer does sign such an agreement, not fully understanding his rights and consequences, a court can still overturn the contract. I'm reminded of the Superman case with the Siegal and Shuster estates. Quote:
Again, this is pretty standard practice in the web development community. (Note that "free" themes that claim to have this right do not. WordPress footer.php falls within the EULA of WordPress and not the free theme. However, ToS with a paid designer differs with the EULA of a theme.) So what's a good Web Designer / Client service agreement or ToS? Here are some examples of agreements that I quickly found from Google searching. Note that I don't necessarily agree with anything/everything there, but it's good added information for your perusal. Several of those ToS appear to be from the same template, and include some of the same pros and cons on ToS quality.
As you can see, these documents are tedious and long, hence our own issues in creating a new ToS quickly. Come to think of it ... this page may actually now serve as our temporary ToS for the next 30-60 days, while we work to complete final ToS documentation. While it's definitely incomplete, it does give more insight into what a client can expect in terms of rights over the work. The only time I'll sign a client's contract is if it's an NDA (non-disclosure agreement) with an organization or corporation that I feel has a valid reason. For example, banks or security firms where we've done intranet development, or even large publishers or studios where I've ghost-written articles or ghost-encoded videos. The well-paying project had an obvious and normal desire to keep things hidden. Hope this helps! Thanks. :) |
Designers -- amateurs, mostly -- are still trying this in 2013. :rolleyes:
You don't need to sign an NDA-like documents with your customer. Why? Well, this prevents you from leaving feedback, or reporting them for fraud, abuse, etc. A customer should be signing your documents anyway! This is very, very backwards. Since part of this has to do with hosting -- make sure you get a good host.
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