This agreement is between Double Diamond Digital, LLC (Doing Business as Zenio) and you, the Client Company.
We’ll always do our best to fulfill 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 Company) are hiring us (Zenio) as independent contractors to provide hosting and/or maintenance services for the costs described on this site.
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 organization. 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. 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 endeavor to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
Confidential information is anything we write or say to each-other in a phone call, chat window, email or by any other method including smoke signals and telepathy. It might relate to a project, be about our businesses or something technical like a password. Nothing’s excluded. If we share it, it’s covered.
We’ll both keep shared information to ourselves and we won’t use it except for the reason it was shared. We’ll take every step to make sure it stays confidential too. We’ll keep confidential information safe and secure. This includes keeping files, access to online systems and any user names and passwords in such a way that they can’t fall into the wrong hands.
If we think that there’s even a possibility that any confidential information might have been compromised, we agree to tell each other right away so we can take all necessary steps to protect ourselves. We also agree to help each other to resolve any problems that might arise if confidential information is compromised.
When this agreement ends, we’ll return any materials, physical or digital and delete any copies that we may have. We won’t forget to empty the trash can too.
So what can we say?
This agreement doesn’t apply to any information that’s already in the public domain or might become public by any other legal means. Although we hope that it will never happen, it also does not cover a situation where the police coming knocking at our doors and we’re required by law to disclose it.
How long do we keep it confidential?
Unless we’ve agreed otherwise — for example within a separate contract — this protection lasts for one year from the last signature date down below. On or before that termination date, either of us can then specify items of confidential information that must never be disclosed. These might include a password or information about a project or our business.
Getting down to the nitty gritty
Text and imagery content
You are responsible for providing final versions of the text and photographic content and we are responsible for inputing the appropriate amount for you to fully experience and test your website. This agreement does not cover copywriting and we will use any content changes above and beyond what is required for testing to assist with the training of your staff for content management. If you’d like us to write new content or input text for you, we can provide a separate estimate for that.
Website often require photography to be engaging. You agree to supply us with photos to which you own the copyright for our inclusion in the website. If you need our support in finding and purchasing stock photography, we can provide a separate estimate for that.
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 Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), and Mozilla Firefox. We’ll also test to ensure Microsoft Internet Explorer 9 for Windows users get an appropriate, possibly different, experience. We won’t test in other 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:
iOS: Safari, Google Chrome Android 4.x: Google Chrome and Firefox
We currently don’t test Blackberry, Opera Mini/Mobile, Windows Phone or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.
We provide website hosting company through our preferred website hosting partner: WPEngine. We don’t offer support for email. You may already have professional hosting, or you might even manage that hosting in-house; if you do, great. As long as your selected hosting provider can meet the requirements to host a WordPress website, we are happy to work with them.
If you choose to host with us, you understand that we are hosting your website in our company’s plan on WPEngine’s services and as such we are both bound by their Legal terms: http://wpengine.com/legal/. As professionals, we will strive to minimize any downtime caused by our actions, but we cannot control excused downtime as defined by WPEngine’s Service Level Agreement such as scheduled maintenance outages or emergency outages. We will always work with you to mitigate the effect of any of these outages to your business.
Our hosting service also measures billable visitors. A billable visitor is defined as the count of visitors WPEngine identifies as billable on your site in a 30 day period beginning on the 14th of each month. WPEngine defines billable visitors as: “the number of unique IP addresses seen in a 24-hour period as the number of “visits” to the site during that period. The number of “visits” in a given month is the sum of those daily visits during that month.” [source]. If your site uses more than the allotted billable visitors in any period, you will not experience any reduction of service, we will simply send you an invoice for the overage at the rate os $1.25 / 1,000 billable visitors per month.
We know from experience that keeping momentum and setting reasonable deadlines for projects is important to their ultimate success. We will work with you throughout the project to clearly define and, where necessary, refine our project deadlines.
As we mentioned above, deadlines work two ways: We will will need you to meet your deadlines so we can meet ours. That being said, we understand that there are sometime unforeseeable circumstance that require we pause the project.
If those circumstances conspire to cause you to be more than 10 business days late on a deadline or more than 14 calendar days late on a payment, we will place the project on pause. This of this as cryogenically freezing your project for its preservation. However, freezing a project causes a loss of momentum and additional time and effort to thaw out the project later. We will have to start working with other clients and may not be immediately available to restart your project. We will make every effort to get you back in our work schedule as soon as possible, but we will no longer be able to guarantee any previously agreed upon timelines. Additionally, bringing a project back from pause may incur additional cost as we re-establish the project knowledge base and timelines.
Changes and revisions
Any price we quote you for support work is based on our current understanding of the project requirements and goals, 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 and timeline for that.
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. 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 and Licensing
First, you guarantee that all elements of text, images or other artwork you provide are either owned by you, or that you’ve permission to use them.
Then, when your final payment has cleared and work is completed, copyright will be automatically assigned as follows:
You own all elements of text, images and data you provided, unless someone else owns them.
We’ll own the unique combination of these elements that constitutes the complete website design and its functionality, and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
We love to show off our work and share what we’ve learned with other people, so we reserve the right to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books, unless you specify otherwise.
You agree to stick tight to the payment schedule. Maintenance and hosting services are billed monthly and you are responsible for keeping an up to date credit card on file. We will invoice you at the end of the month for any support work performed in that month.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We do assess a late fee of $50 or up to 10% of the total invoice amount (whichever is greater) for each 14 days the payment is late. We are not a bank and cannot offer competitive rates on lines of credit in the form of late payments, but communication is king; if you need to make a late payment, lets talk about it before its late and work something out.
You agree to reimburse us for any travel, supplies or other out-of-pocket expenses that you approve in advance.
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 the State of Colorado.