I decided to republish the article below after trying to visit the original and discovering the link to the article no longer worked. Hopefully by replicating the original blog post and contract here, I can help a few more people find benefit from it.
"Two weeks ago, Peter & I finally stepped out on a long overdue corporate retreat. We have been running in survival mode since my daughter Serenity was born in March. A busy company, little sleep and a smaller (but much wiser) management team caused us to focus upon our clients, but severely limited our time to put thought into the business itself.
Despite all the possibility for disaster, projects went relatively smoothly. We learned a few good lessons and as a result, our terms and conditions grew. Time to update the old contract ..."
It Doesn’t Matter What Your Contract Says if They Don’t Understand It.
We may build software and create intricate designs, but we are neither a software company nor a design company. Those are just tools of the trade. We are a service company. The goal is to help our clients be successful. Our business thrives on happy customers and the referrals they generate.
So, when the day comes in which the client understands thing one way and our contract said something else, who is actually correct? Technically our contract is the final word. It is a valuable safety net. But that is its secondary purpose. When it comes down to running a long term healthy business, working with a client is much like being married. It is a long running set of compromises. My wife often says things to me (while I am focused and working) which I never hear. Later when we find ourselves arguing, who is at fault? Is it her fault for thinking I was engaged when I clearly was not? Was it my fault, as I did not take the time to stop what I was doing and giving her my full attention. In one short word: Yes. But does it actually matter whose fault it is? Not really. What is vital is that communication resumes.
The purpose of a contract is to facilitate communication (and be there as a fall back in case it breaks down completely). I am completely indebted to Reid for reminding me that we need to walk our clients through each item in the contract. The greatest value we have ever received from our contract is the discussion surrounding our terms and conditions. It is when the expectations are set, determining how we will work together.
Tricky issues such as response time, hosting up time, getting hacked and more are all things we faced in the last 6 months. Most of them would have easily been resolved with an early conversation and a little documentation for later. We may have had clauses (or not) to address them, but the understanding reached from a discussion is what actually created the sense of trust that a contract should, but rarely if ever creates.
So what changed?
A lot. In some ways, I am a touch sad to have to add this level of bureaucracy to our contract. Not all of these items make it into each contract (hosting for a design gig makes little sense), but forewarned is forearmed.
Shane & Peter, Inc. works exclusively with Independent Contractors. The benefit of a flexible team is rapid scalability and a diverse set of services. Due to the nature of the business model, Shane & Peter, Inc. is not set up to support on call services. Within the duration of this Contract Shane & Peter, Inc. will make every effort to reply to inquiries within 48 hours except where The Client has been previously notified of a period of limited availability. Shane & Peter, Inc. will respond in good faith but cannot guarantee any specific action within a given time frame.
In the event that any aspect of this Contract is dependent on a separate third party or the Client’s in house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required time lines and/or level of quality. Shane & Peter, Inc. is not responsible for any delay or defect caused by separate third party or the Client’s in house teams.
Shane & Peter, Inc. does not provide Hosting services beyond temporary internal development environments. The Client is responsible for choosing, paying for, and maintaining any required Hosting solutions and associated services. As a courtesy, Shane & Peter, Inc. may offer suggestions, however, Shane & Peter, Inc. is NOT responsible for down time, poor performance, or loss of data caused by the Hosting Provider. Additionally, Shane & Peter, Inc. is not responsible for any bug caused by changes on the Host after the Acceptance of this Contract, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.
Shane & Peter, Inc. maintains internal backups of active project code and design files. This backup system is not intended as a solution for The Client, rather as a code archive through the duration of this Contract. While the Shane & Peter, Inc. backup system is fully redundant, it is not guaranteed and does not support any content produced by the Client. The Client is solely responsible for the Backup and Restoration of the Finished Product(s) and any associated data.
Although Shane & Peter, Inc. makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Shane & Peter, Inc. can in no way guaranty that the Finished Product(s) will not be subject security breaches. Shane & Peter, Inc. recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates. Any updates during the life of or after the expiration of the Contract can be negotiated as an addendum to this Contract or as an additional Contract.
Review, Expiration or Cancellation
This Contract is valid for the calendar year of in which it was signed, upon which point it expires. Upon expiration, both parties may review and amend the Contract and decide whether or not to renew. This Contract may be terminated by either party with a full 30 day written notice. All payments will be due and all work will be submitted upon the termination of Contract.
Steal What You Like: Caveat emptor
Don’t have a contract of your own or want to steal some juicy bits? Go ahead and borrow ours. OBVIOUSLY, we are NOT liable for whatever mess you get yourself into. Yes, our lawyer went though ours. But her job is to represent our interests, not yours. We just share out of the goodness of our hearts.
In short: Caveat emptor