Terms of service
As of November 2018
This Independent Contractor Agreement (“Agreement”) is made and entered into by and between, Robert Nichols (“Contractor”) and the client (hereinafter referred to as “customer”). These terms and conditions apply exclusively to contract terms between contractor and entrepreneurs as customers. Robert Nichols (“Contractor”) and (“Customer”) agree as follows:
It is understood that Contractor is an independent contractor and not an employee of Client. Client will not provide any fringe benefits, including health insurance, paid vacation, or any other benefits, for Contractor.
The contractor offers individual services in the area of design, development and front-end development for digital and analog company presentation.
By “design“, the parties understand graphic design, design of mobile desktop and web applications, as well as corporate identities in the form of logos and print products.
By “development”, the parties understand the technical implementation of websites using dynamic code languages and content management systems.
By “front-end development”, the parties understand the technical implementation of design drafts to display web pages using markup languages such as HTML5, CSS3 and jQuery.
The software that the contractor installs and configures for the customer upon consultation and request, is third-party software.
Unless explicitly stated in the contractor’s service offer / quotation (hereinafter referred to as the “offer”), the following content is not part of the contract: hosting / providing the website on the contractor servers, providing a development environment, CMS content, search engine optimisation, disability-friendly web design, ongoing support / care as well as the training or induction of third parties.
The customer is responsible for the software which the customer himself installs or if he makes unauthorised changes to the software provided by the contractor (eg settings on the software, installation of extensions and / or designs, etc.).
Due to the complexity of hardware and software applications, networks, and custom configurations, the contractor can not guarantee the success of troubleshooting and / or software customisation and / or third-party software development, ie despite the best efforts of the contractor, errors may occur due to the Implementation by the customer that can not be resolved. All support services are provided in this respect as a service contract.
Quotations by the contractor are non-binding, which means that the price and performance of the service offered may be subject to change.
Quotations are only legally binding when a customer agrees to the terms and conditions and the contractor confirms in writing the offer. A contract is only concluded when the contractor accepts the customer’s offer. This can be done either by post, fax or e-mail.
The customer is obliged to accept the service provided, provided it meets the contractual requirements. The acceptance is to be explained in text form.
During the completion phase of services the contractor is entitled to submit individual components to the customer for partial acceptance. The customer is obliged to partial acceptance, provided that the relevant components (eg a website) meet the contractual requirements.
If the customer has already declared the (partial) acceptance for services of the contractor, but afterwards has requests for changes (authors alterations) for these (partially) accepted services, changes will be calculated with the regular hourly rate for the corresponding service.
The contract can be prematurely terminated by both parties only for good cause without observing a deadline. Significant breach of contract despite warnings is considered an important reason. If the customer terminates prematurely for important reasons without the contractor being responsible for this reason, the contractor shall be entitled to the contractually agreed remuneration without any deductions for any services and expenses that have been saved. If the customer terminates for good cause and the contractor is responsible for this reason, the contractor shall only be entitled to the agreed remuneration for the part of the service previously rendered.
The Contractor agrees to complete the work outlined, where possible, within the timeline. The Contractor promises to deliver all assets as request in a timely manner. The Client promises to deliver assets as requested within a timely manner. Failure to do so will negate the agreed delivery timeline and may be cause for the contractor to terminate the contract.
If changes or extensions of the scope of the contract occur as a result of new findings in project processing or new aspects on the part of the customer, an agreement must be reached on this. If this agreement does not come about, both sides can terminate the contract prematurely for good cause.
Basically, the hours set by the contractor in the offer are considered binding when it comes to the creation of new graphic designs.
Should the customer be dissatisfied with the services (design / development) of the contractor, the contractor will introduce a second implementation phase to the graphic designs in order to remedy inconsistencies and to meet the wishes of the customer, whereby this additional service is free of charge.
If the customer is still not satisfied after the additional service has been provided, both the contractor and the customer have the opportunity to terminate the contract at this point. In case of cancellation, the contractor voluntarily waives the payment for this specific item of the graphic design. All other service items already provided (such as the conception phase) remain unaffected and must be remunerated by the customer in accordance with the contract.
The remuneration is based on time. The hourly rates result from the respective service areas:
– Design: from 75 GBP per hour
– Development: from 75 GBP per hour
– Frontend development: from 75 GBP per hour
Values less than one hour are rounded to fifteen minutes and calculated according to performance. The remuneration indicated by the contractor is exclusive of statutory VAT.
After completion of the design phase, design changes are only to be implemented after the extra effort has been calculated, calculated on the basis of the corresponding hourly rates. Corrections to the system (adjustments, smaller installations in 1-15 minutes) or significant errors due to wrong decisions during development will be handled free of charge.
The reimbursement is due after acceptance and transfer of the services rendered to the customer and must be paid within 15 days to the contractor. Reimbursements are not contingent on 3rd party approval or payment.
The parties may, in the case of more extensive orders, deviate from a payment regulation which also provides for a cost advance or interim invoices. Advance or interim invoices must be pre-agreed and also have a payment period of 15 days.
If the parties have agreed on a cost advance, the work will be accepted only after receipt of payment. If intermediate invoices have been agreed, the contractor reserves the right not to continue the work if there is a payment arrears of the customer. All previously paid services are of course available to the customer in the current state.
If the customer defaults on payment of the invoiced fee, the contractor may claim default interest amounting to eight percentage points above the respective base interest rate.
Payment is to be made by the customer within 30 days of receiving the initial invoice. The pricing outline is estimated. Any serious additions outside of the agreed brief and timeframe will be remunerated with the regular hourly rate for the corresponding service.
There are no obligations of the contractor to share or publish editable original data.
To the extent that the contractors work achieves copyright protection, the following terms apply.
The contractor transfers to the customer an exclusive right, temporally and locally within the legal term of protection, for the physical and intangible use of the works. In this case, the parties assume that the customer intends to use the works as comprehensively as possible within the scope of the agreed purpose of use, whereby the purpose of use results from the contract circumstances and is communicated by the customer.
The customer may transfer all or part of the rights granted under this contract to third parties without the consent of the contractor.
The rights of use are only granted to the customer after complete compensation of the agreed remuneration.
The contractor retains all the rights to any artwork or intellectual property produced unless otherwise agreed. This includes the rights to display artwork for marketing purposes (eg on the contractors website).
The customer’s claims to the main service, the contractual service and the granting of rights in this case are limited to the claims of the contractor against the third party. This does not apply insofar as the customer has independent claims against the contractor that exist independently of the contract with third parties. This informs the customer.
If the contractor acts for the customer in relation to third parties, the contractor acts as intermediary in these cases in the relationship between the customer and the respective third party. In particular for domain services and the licensing of software the contractor acts on behalf of the customer and concludes for these contracts.
The contractor assumes no liability for additional content (graphics, texts, images, videos, etc.) added to the offer by the customer once completed. There is no legal examination by the contractor either. Should third parties claim claims for possible legal violations resulting from the contents of the website, the customer undertakes to indemnify the contractor from any liability and to compensate the contractor for the costs incurred as a result of the possible infringement.
The contractor is liable for damages for intent and gross negligence.
In the case of simple negligence, the contractor shall only be liable for damages resulting from injury to life, limb or health as well as for damages resulting from the breach of a material contractual obligation (obligation whose fulfilment enables the proper execution of the contract in the first place and whose compliance the contracting party regularly trusts and In this case, the liability of the contractor is limited to the compensation of the foreseeable, typically occurring damage.
These limitations of liability do not apply if the contractor has fraudulently concealed a defect or has assured its absence. The limitations of liability also do not apply to claims under the Product Liability Act.
The place of fulfilment is the registered office of the contractor. For any disputes arising from this contract, the jurisdiction of the Oxford Combined Court Centre is agreed, unless another jurisdiction is required by law.
The contract is subject to the law of the United Kingdom of Great Britain and Ireland. The contract language is English.
A right of retention can only be asserted for claims under the respective contract.
Offsetting is only possible with claims already recognized by the other party or determined by a court.
The contracting parties agree that written form is provided for in written form between the parties, which shall be provided by fax, letter or e-mail.
If individual provisions of this contract are or become partially or wholly ineffective, the validity of the remaining contract shall remain unaffected. Such provisions shall be replaced by the remaining provisions, as far as possible by supplementary contractual interpretation or otherwise by the parties amicably by such provisions, which are most suitable for achieving the purpose of the contract, taking into account the interests and the common regulatory need in lawful design.