Work terms and conditions
Table of contents
These Terms and Conditions, the proposal or estimate or quotation document that referred to them and all policies and guidelines incorporated by reference constitutes the entire proposal (the "Proposal").
The Proposal is provided by Clearly Convey Inc. Inc. an Ontario corporation ("Clearly Convey Inc." or "Clearly Convey" or "Us" or "We" or "Our") to you (the "Client" or "You" or "Your").
Accepted Proposal is binding Agreement
For simplicity the terms 'Proposal' and 'Agreement' are used interchangeably because they refer to the same thing except that the Proposal when accepted by you by email or electronic signature becomes a binding Agreement between you and us and you agree to be bound by everything in the Agreement (the "Agreement").
The items, work, components and other deliverables detailed in the Proposal together with the work establishing any items identified as 'Services' are collectively referred to as the work (the "Work").
Where the Work contains one or more items to be provided on an ongoing basis, for example the monthly provision of website hosting, then such items are referred to as the services (the "Services").
For ease of identification any item in the Proposal that is a service will be labeled '[Service]'.
Extras, Changes and Revisions
Any item, service, specification, performance or facility not explicitly identified in the Agreement that you wish provided are collectively called the extras (the "Extras").
We define the Work and Extras because no one likes bad surprises. You don't like to find out something's not provided and we don't like to find out our costs are higher than we had calculated.
Although some organizations simply (or lazily or greedily) inflate costs 'just in case', we don't. Instead we avoid that inflation, include a clear and firm definition of Extras and only charge more if you request Extras. This is good, keeping things fair on both sides.
But a clear definition of Extras only helps us keep our costs in-line with our expectations, we also want to help you or it wouldn't be fair. To help you we encourage you, prior to accepting the Proposal, to ask us as many questions as you like as often as you like. In this way we may amend the Proposal as many times as necessary reducing the number of times Extras are needed.
Email for Notice
Legal notices will be sent to and from these email addresses (the "Email for Notice").
Our Email for Notice
Your Email for Notice
your email address
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 Agreement 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.
What do both parties agree to do?
You have the authority to enter into this Agreement on behalf of yourself or the organization you represent. You'll give us everything we need to complete the Work as and when and in the format we need. You'll review as needed the 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 any payment schedule set out in the Agreement.
Clearly Convey Inc.
We have the experience and ability to do everything we've covered in the Agreement and we'll do it all in a professional manner, we'll endeavour to meet every deadline that's set and we'll use all reasonable means to maintain the confidentiality of everything you give us.
If your Proposal includes design then this section is relevant.
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively to indicate a look-and-feel direction (colour, texture and typography) and use predominantly HTML and CSS but may also mock one or two pages as static visuals when presenting a design to you.
Text or Copy or Content
If your Proposal includes work with Content then this section is relevant.
For simplicity the terms 'text' and 'copy' and 'content' are used interchangeably.
If the Proposal does not state a specific amount of copy we will work with then included is work with ten pages each with up to 1,000 words. If you'd like us to work with more copy than this we can provide a separate proposal for that.
Unless otherwise stated in the Agreement we're not responsible for writing original copy. If you'd like us to write original copy or edit your copy we can provide a separate proposal for that.
Copy is usually needed to allow pages to be demonstrated so if your copy is not ready we will input fake copy and swap it with your copy when it's ready.
Photographs and Graphics
If your Proposal includes work with Photographs and Graphics then this section is relevant.
Photographs you supply us should be in a high resolution digital format.
Graphics you supply us should ideally be in an editable, vector 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 proposal for that.
Browser testing does not mean we attempt to make a website look the same in browsers of different capabilities or on devices with different size screens. It does however 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), Mozilla Firefox and Opera. We'll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, possibly different, experience. We do not design for Internet Explorer 7 and below for Windows, however if you wish us to implement a single column design we can provide a separate proposal for that.
Unless otherwise stated in the Agreement we won't test in other older browsers, if you need an enhanced design for an older browser we can provide a separate proposal for that.
Mobile browser testing
If your Proposal includes responsive re-build work then this section is relevant.
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 (Apple)
- Google Chrome
- default browser
- Google Chrome
We currently don't test other mobile browsers. If you need us to test beyond the scope of the above we can provide a separate proposal.
During the Work we will use all reasonable efforts to answer any questions you may have. Unless otherwise stated in the Agreement support is not provided following the completion of the Work or included with the delivery of the Services. Should you wish additional technical support we can provide a separate proposal for that.
If your Proposal includes Google Analytics then this section is relevant.
We will usually install the Google Analytics code on up to 10 pages of your website or more than 10 if the Work specifies more.
If necessary we will associate the Google Analytics with a Google Account of your choice or if you don't have one we will tell you how to set one up.
Once Google Analytics is established the monitoring and analysis of Google Analytics data will be up to you unless you would like our help with this in which case we can provide a separate proposal for that.
If your Proposal includes the sale of Time then this section is relevant.
Key attributes of Time service
Charged by the minute
Time is charged by the minute with no wasteful rounding-up. For example if your rate is $120/hour and we spend 8mins editing some copy for you then only $16 of time is charged.
Charge may be higher or lower than quoted
If we quote you a price or period of time then the amount actually charged when it comes to invoice may not match the quote as Time charges are for time taken:
- you will be charged more if the work takes longer than we expected, if it is necessary to charge appreciably more than a quoted price or time then the circumstances causing the miscalculation will be provided to allow you to understand, accept or discuss the charge
- you will be charged less if the work takes less time than we expected.
Our Time service can be used for all types of work although typically it's used for smaller items of work.
Time on account
Occasionally you may wish us to perform small/ad hoc items of work, in such cases a full written proposal is unnecessary and we provide the work via our Time service; these cases usually follow the steps:
- you ask us to do some work
- we do the work, recording how long we spend, a balance of Time used builds
- the work is invoiced, with a detailed time sheet, either at the end of a month or when your account builds to a reasonable amount and the balance of Time used is zeroed.
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. Then, when your final payment has cleared, copyright will be automatically assigned as follows.
At the conclusion of the Work please tell us if you would like any finished files from the Work and we will provide them to you, you should keep them somewhere safe as we're not required to keep a copy.
You own all elements of text, images and data you provide, unless someone else owns them.
We'll own the unique combination of these elements that constitutes a complete design and we'll license that to you, exclusively and in perpetuity for this Work only, unless we agree otherwise in which case we can provide a separate proposal for alternate licensing.
We love to show off our work and share what we've learned with other people, so we reserve the right, with your permission, to display and link to your Work as part of our portfolio, to display a discrete link from your Work to our website and to write about it on websites, in magazine articles and in books. By accepting this Agreement you are providing your permission. Because being able to show off your work is of value to us, if you prefer to not provide your permission then we can provide a separate proposal for excluding this.
vELVET Content Management System (CMS)
From time to time the underlying systems that run vELVET may require maintenance (software updates). As/when these are required we carry them out.
There is a nominal fee charged annually to cover the time we spend carrying these out, currently this fee is $35. The first charge is not made until a year after we install vELVET. We may occasionally charge the fee later than 12 months from when you get your vELVET system or not every year, but we may charge it as often as once per 12 months.
You do not own the vELVET system we install for you and so it may not be sold or transferred to a third party.
However while you pay vELVET maintenance and host your vELVET powered website with Clearly Convey Inc. we license a copy of the vELVET system to you exclusively for use with your website. You still own any Content, images or designs that are yours that are stored in the vELVET system.
If you are interested in buying your own copy of vELVET then we can provide a proposal for that, we don't recommend it as it is expensive and there is no advantage to owning a copy.
If your Proposal includes website work then this section is relevant.
Content maintenance, editing pages, adding pages, etc, will likely be carried out exclusively by you if you use our vELVET CMS. However whether you have vELVET or not, if you ever want us to spend time helping you, for example with designing, editing, training or other activities, please contact us and we will be happy to provide you with a proposal.
Website hosting and email
If your Proposal includes website hosting or email then this section is relevant.
If we are providing you with hosting your Proposal will say so and detail the limits of the hosting plan(s) offered.
A website hosting plan will provide:
- a disk space allowance
- a traffic allowance.
The allowance limits may be occasionally exceeded by a modest amount and there will usually be no charge. However whenever this happens Clearly Convey Inc. reserves the right to begin charging an additional fee at a reasonable rate in-keeping with the pricing of the service.
Basis for provision of website hosting service
Website hosting is provided on a reasonable endeavours basis, specifically:
- while we expect and work hard to provide uptime in excess of 99% we do not guarantee any particular level of uptime
- there is no refund for interruption of service.
Website hosting payment
Website hosting is billed in advance, periodically, usually monthly or annually. Your Proposal will note the frequency and price.
End of website hosting service
You or we may cancel the website hosting service by writing (email is acceptable) to inform the other party quoting, for verification, the last paid invoice number. Both parties agree to provide as much notice of a cancellation as they reasonably can. We reserve the right to cancel hosting with immediate effect after writing should you use your web server for objectionable material or for some other important and reasonable reason.
Hosting and email services
Please see separate section 'Email services'.
If your Proposal includes email services then this section is relevant.
Unless otherwise stated in the Agreement, email services are not provided either separately or as part of website hosting.
If you already have a website hosted with someone other than Clearly Convey Inc. please talk to us about your existing email services in order that their migration or maintenance may be discussed.
You agree to not circulate this Proposal or a part of it to a third party without our permission.
Partial completion of the Work
Often you'll have opportunities to review the Work and provide feedback. If, at any stage, you're not happy with the direction the Work is taking, you'll pay us in full for everything we've produced until that point at which time this Agreement will be canceled.
General terms and conditions
Our General terms and conditions also apply.
Just like a parking ticket, you can't transfer this Agreement to anyone else without our permission. This Agreement stays in place and need not be renewed. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
We can't guarantee that this Agreement or our Work will be free from errors or omissions 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.
Although the language is simple, the intentions are serious and this Agreement is a legal document under exclusive jurisdiction of Canadian courts, the laws of the Province of Ontario and the applicable laws of Canada.
General terms and conditions
Also see our General terms and conditions.
These terms are subject to change
To allow us to correct errors or omissions these terms are subject to change from time to time.
- Q4 2015: Moved to document published online.
- Q4 2015: Minor text changes.
- Q1 2015: Corporation rename to Clearly Convey Inc. applied to terms (nothing Machiavellian, we just didn't like the old name).
- Q1 2012: Terms for work simplified into single document.
- Q1 2012: Began recording changes to Proposal terms and conditions.