Clear. Concise. Simple Terms.

Because Things Happen

Terms and Conditions

This agreement is between Zoto Labs and all Clients. This is our standard Terms and Conditions document so if we’re going to do business, we’ll be sending you a copy.

Summary

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” are hiring us, Zoto Labs (“We or Us”), to:

Design and Develop a Web Site

For the estimated total price of total as outlined in our previous correspondence.

Of course it’s a little more complicated, but we’ll get to that.

What do both parties agree to?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. 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 endeavor to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.

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 a variety of technologies so we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (color, texture and typography.) We call that ‘atmosphere.’

You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder or development site with you and we’ll have regular, possibly daily contact.

If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.

Text Content

We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate estimate for that. If you’d like us to build a templated version of the site for you to fill with content, we can do that. In that case, unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website.

Graphics and 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.

Website Code and WordPress

We also use WordPress, associated plugins, and other third party technologies as needed by your project. We also deliver web page types developed from HTML markup, CSS 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.

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

Mobile Browser Testing

Testing using popular smaller 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 designs in:

iOS: Safari, Google Chrome
Android: Google Chrome on Android Emulator

We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that.

Technical Support

Zoto Labs Webmaster: If we do all of the work on the site and there’s an issue with a solution we built that is not server related, we resolve it. Our service level agreement is that any site-wide outages will be fixed within 2 hours of them being reported during normal working hours and within 4 hours outside of this. For all other issues, our service level agreement is 24 hours weekdays and 48 hours on weekends or US holidays.

You are administering your own site: if we built your site and then turned it over to you, we’re still happy to review your issue. If the issue is relatively minor we can advise you. If it involves more hands on involvement, we can discuss a service contract to assist.

Hosting

If we are your hosting company: 

We provide hosting for our own built websites on our preferred hosting provider. Based on their SLA we endeavor to have 99.9% uptime on our servers measured annually.

There may of course be times when the server will not be available, this can be scheduled or unscheduled.

Scheduled downtime is when we know it is going to happen and tell you about it in advance. Scheduled downtime will wherever possible, almost certainly be outside of normal office hours. We’ll do our stuff in the evening or at weekend to minimize impact on your business.

There may be very rare occasions when we need to restart the server during normal office hours and it is not possible to inform you before hand. We don’t make these decisions lightly and if this does happen we apologize.

Unscheduled downtime is when the server stops without us knowing it is going to stop. For a simple server hiccup, we’ll get it back up and running as fast as we can. From time to time things go wrong with hardware; our service level agreement is that any hardware faults will be fixed within 24 hours of them being reported during normal working hours and within 48 hours outside of this.

We will do everything we can to ensure that your website is available 99.99% of the time, if we fall short of this, we’ll come and talk to you about it.

Unmetered bandwidth…within reason. 

Basically, sites whose essential purpose is to use disk or bandwidth are not allowed. When making a website, you should be thinking about “How can I make an interesting site for my visitors while minimizing my server storage, bandwidth, file system, memory, and cpu impact as much as possible?”

The result will be a better experience for your visitors, your web host, and yourself!

• Copyrighted content to which you do not hold usage or distribution rights.
• File upload / sharing / archive / backup / mirroring / distribution sites.
• A site created primarily to drive traffic to another site.
• Making your account resources available (whether for free or pay) to the general public.

If we aren’t your hosting company:

We’re not your website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.

Search engine optimization (SEO)

We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines. We build according to search engine best practices with your user’s experience coming first.

Changes and Revisions

We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of hours that 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 those additional hours.

Way to go!! You made it pretty far! Tell you what, if you’re a new client and we’re going to Host your site I’ll give you $5/month off our Standard Hosting plan for your first year, if you email me the super secret word: “Orion”.

See, fine print isn’t always bad.

Legal Stuff

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.

That said, 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.

Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you 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.

Phew.

Intellectual Property Rights

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

Blimey.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Displaying Our Work

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.

Payment Schedule

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

Deposit: there will be a non-refundable deposit due at the start of the project. Typically this is 25% of the estimated project total.

Payment details: (we’ll enter them in on your personal copy)

Payment schedule: (we’ll enter them in on your personal copy)

We issue invoices electronically. Our payment terms are 30 days from the date of invoice. You may remit electronically or via check. All proposals are quoted in dollars (US) and payments will be made at the equivalent conversion rate at the date the transfer is made. Credit card payment will include a 3% processing fee. Check and other payment options will not.

You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 10% per month or part of a month.

But where’s all the horrible small print?

Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

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 United States courts.

Oh and don’t forget those men with big dogs.