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Velociraptor Systems Terms & Conditions

Between us, Velociraptor Systems, and you, the undersigned.

Summary:

We'll always do our best to fulfil 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 signer, as represented by the email address and website below, are hiring us (Velociraptor Systems) located at 1314 Hopkins St, Berkeley, CA to design and develop a web site for the estimated price or rate 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 do?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. 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 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 endeavour to meet every deadline that's set and on top of that we'll maintain the confidentiality of everything you give us.

Getting down to the nitty gritty

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 predominantly HTML and CSS so we won't waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.) We call that 'design atmosphere.'

You'll have plenty of opportunities to review our work and provide feedback. We'll share our working Dropbox with you, add you to our Github repository, and have regular contact. If, at any stage, you're not happy with the direction our work is taking, you'll pay us in full for everything we've produced until that point and cancel this contract.

Text content

We're not responsible for writing or inputting any text copy. If you'd like us to write new content or input text for you, we can provide a separate estimate for that.

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.

HTML, CSS and JavaScript

We deliver web page types developed from HTML5 markup, CSS2.1 + 3 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.

Desktop browser testing

We test our work in current versions of major "evergreen" desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We'll also test to ensure Microsoft Internet Explorer 10 and 11 (released in 2012 and 2013, respectively) 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 5.x: Google Chrome

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.

Technical support

We're not a 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 unless you opt into our LTS package (as below).

Changes and revisions

We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don't want to limit your ability to change your mind. The price and rates are based on the length of time 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 that.

Any edge cases not explictly covered by our communications should be resolved below. From time to time this is updated and clarified. When we send you an invoice, it has a link back to this page. When you pay the invoice from us, unless stated otherwise in some other communication of ours, you're agreeing to any of the updates here. We will, of course, notify you if it's anything normal or major that you're going to normally run in to -- for the most part these rare updates should be resolving ambiguities. We won't ever change rates or estimates on you without a discussion first.

Legal stuff

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.

Phew.

Copyrights

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:

You'll own the visual elements that we create for this project. 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 elements of text, images and data you provided, unless someone else owns them.

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. For your reuse and modification, the code will be licensed under an open source license we agree upon. See below under "Intellectual Property" for the gritty details and options on this.

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 project as part of our portfolio and to write about it on websites, in magazine articles and in books.

Payments

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 payment schedule below.

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 US courts.

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

Payment Details and Rates

Short-Term Projects

  • Short-term projects are projects with an estimated time of less than 20 hours. These are billed at $88/hr, to the next 15 minutes.

  • There is a minimum bill of 1 hr.

  • Extended projects that pass the 20 hour mark and are comprised of primarily maintenance work and small changes transition to "Expiration / Maintenance / Systems Administration" billing, below.

  • Extended projects that pass the 20 hour mark, have a current account, but still have (or request new) major work are transitioned to and billed at the "Contract Projects" rates and terms. This does not affect previous billing.

Contract projects

  • Contract projects have an estimated time of at least 20 hours, and are billed at $80/hr. If the estimated contract time exceeds 200 hours, the rate drops to $76/hr. If the estimated contract time exceeds 500 hours, the rate drops to $72/hr. These are billed to the next 15 minutes.

  • There is a 10% down payment for contract projects for agreed projected hours. This is applied to the last 10% of estimated hours. This is non-refundable and applies regardless of total project duration.

  • If the estimated time frame is exceeded, and no scope has been changed at the client's request, the first 5% of subsequent hours (rounded to the next 15 minutes) are free, to a maximum of 10 hours.

  • You may specify an hour cap. At 80% of this cap, progress can be assessed and the cap adjusted. If the cap is exceeded, you will be notified and work will pause at the nearest stable (non-error-generating) step to the cap, such as "Coming Soon" pages, until the cap is reassessed.

  • If you decline an estimate and hour cap, the hourly rate drops to $68/hr. The down payment then becomes a flat $2500 dollars. This is non-refundable and applies regardless of total project duration.

  • The minimum bill per period is 1 hour.

Footer

  • You may optionally agree to a small "Site designed by Velociraptor Systems", with a link, at the bottom of each page. If you do so, your rate is discounted by $2/hr, to a minimum of $50/hr.

  • If this footer is removed within 1 year of a month in which at least 10 hours of work was done, you retroactively owe the $2/hr difference for all work done in the previous 365 days.

Students & Non-Profits

  • If you are an undergraduate or graduate student at a 4-year university, and can provide evidence of your attendance, all rates above are discounted to $40/hr.

  • Evidence of attendance requires a .edu email address and one other piece of evidence, such as a picture of your student ID card. Feel free to suggest any other pieces of evidence if you cannot supply a picture of your student ID.

  • The same rate applies to non-profit, 501(c)(3) organizations. A document with this information, such as a tax report or other bill, is required for this rate.

  • The footer described above is required for this rate.

Emergency Work & Website Repair

  • This work can be requested at any time for priority service for website restoration or time-sensitive work.

  • The rate for this is $200/hr if requested between 11AM PST and 7PM PST weekdays, $250/hr otherwise (nights & weekends). Holidays are $325/hr.

  • Non destructive service is NOT assured, but will be attempted. Extreme cases may require resetting application data. You are always encouraged to keep a backup.

  • Repair success is NOT assured, due to the necessarily remote nature of the problems.

  • A deposit of at least 1 hour's work (non-refundable) is required prior to work beginning. If emergency work occurs across several days, this is true on each day -- in other words, for any given day the minimum emergency bill is 1 hour.

  • Time billed includes waiting for client response.

  • Discounts do NOT apply.

  • Unless stated otherwise in the same message, all communications saying "urgent", "emergency", "time-sensitive", or similar will be treated as priority work under this banner.

    • For example, even an email titled "Urgent" isn't an emergency if the body says "In the next few days". Similarly, one titled "Eek!" but saying that this needs to be done immediately is an emergency unless stated otherwise.

"Full Stack" Applications

  • All "full stack" applications (back and front end, or mobile app and server, etc.) have a minimum rate of $62/hr after all discounts (including student, 501(c)(3), referral, etc.). This overrides any and all discounts otherwise mentioned here.

On-Call Services & Consultations

  • All on call services and consultations are billed starting at "Emergency Work" rates, as above.

    • Depending on the request, it may be higher, or a flat fee. Please inquire for your specific service.
  • These rates are eligible for a 50% discount for students and non-profits (as above)

  • A minimum of one hour's payment is due up-front for all in-person services.

Holidays

  • Standard business hours are 11AM - 7PM M-F.

  • A "holiday" counts as all Federal holidays (actual and observed). All work requested to be done on a single-day holiday is billed at "Emergency" holiday rates.

  • Any holiday period of two or more days is treated as an "extended holiday", with the following clarifications:

    • The period of the Wednesday before 24 December through the Monday following 1 January is treated as an extended holiday.

    • All work with a deadline of less than 72 hours during an extended holiday is treated as "Emergency" work (as above)

    • All other work requested during an extended holiday is billed at 0.75x the appropriate emergency rate.

  • You will be notified beforehand of any non-standard vacation time to be taken, with at least 7 days notice. Holiday rates apply during those times.

Expiration / Maintenance / Systems Administration

  • These terms expire and your account is closed when no requests for updates have been made in 90 days. Resuming work after this period accepts any changes to these terms, re-evaluated based on current requests.

    • For example, if after 6 months of inactivity, 3 hours of work is requested, it is evaluated under "Short-Term Projects" and charged accordingly. Modifiers, such as referrals or student pricing, persist.
  • Your account may be kept current (with original terms in force) by optionally paying a long-term support (LTS) fee of $175/month. For students/nonprofits/etc (as above), this is reduced to $75/month.

  • LTS includes 1 hour of free systems administration work every period. This work is only valid for standard business hours. Unless this rate is discounted for you, the 1 free hour may be an emergency hour. The free hour is always the first hour of work requested in a given period. This does not roll over.

  • LTS includes basic "systems administrator" maintenance, such as proactive patching, software updates (both external libraries and of software developed for you), security notices, and the like.

  • LTS terms expire if payment is not received 7 days after notification of bill due.

  • There is no penalty for not paying the LTS fee. However, nonpayment will result in the lapse of LTS services 7 days after the invoice is sent.

  • Resuming LTS service, or any other service, after a lapse may result in a rate change, as your next request will be evaluated on a standalone basis at current rates (eg., not as an extension of the original request, as above).

Billing

  • All time spent looking at, reviewing, writing, documenting, enhancing, or otherwise dealing with code is billable.

    • While general emails are not billed, extensive writeups or detailed discussions are billable.

    • The determination of what is and what is not billable is the at the sole discretion of Velociraptor Systems.

  • Remote meetings are billed at a standard rate.

    • Meetings cancelled less than 12 hours before the scheduled start time are billed for an hour of work.
  • Bills for all projects are assessed weekly, bi-weekly, or monthly at the client's discretion.

  • Monthly bills are first assessed on the first day of each month, regardless of the initial start date.

  • Invoices are provided by us. If you would like, we can issue a Paypal or Square invoice upon request.

  • If you wish to pay non-electronically, please let us know at the start of contract. There will a $15 service fee per invoice for non-electronic methods of payment. The payment is still due 7 days after invoice notification, regardless of mail schedule. Late fees still apply if the payment was mailed before the due date but arrive after the due date, with no exceptions.

  • When payment is received, you may request an archive of current website content. This is not provided unless requested, and request must be made within 24 hours of payment.

  • If payment is not received within 7 days, you will be notified. If you cannot provide proof of payment, you will be assessed a late fee equivalent to 30 minutes per day (retroactive from due date) until payment is received. This is in addition to any local, state, or federal fees that may apply, such as California's "Prompt Payment" laws.

  • If payment is not received within 7 business days after a notice of a late payment, and an arrangement cannot be worked out, your site is eligible to reversion to last payment or to be taken down, at the discretion of Velociraptor Systems.

  • Payment is accepted by Paypal (direct or invoice), Square invoice, credit card (processed by Square), Bitcoin, and checks. Both Paypal and Square accept most major credit cards. The Bitcoin deposit address is 1KxWr2uKrsQAHUqxwro92c77tfDRM9kYMJ via Coinbase.

Clarifications, Intellectual Property, etc.

  • When the client is not timely in response or payment, you acknowledge your work may have been deprioritized for someone behind you in the work queue. You waive all rights to assurances of timeliness.

  • All created content is the property of the client.

  • Software libraries, algorithms, and code remain property & copyright of Velociraptor Systems and are licensed as described in the About section or software package (usually LGPL, GPL, or MIT).

  • If you wish to retain full IP and patentability to code developed for your project by Velociraptor Systems, or to have them developed under a closed license, all rates are increased doubled over what is specified above.

  • If you request work to be closed-sourced retroactively, your next invoice will have a bill for the difference in dues for all worked hours to date.

  • If specific exemptions are made for you, please retain a record of these exemptions. All other terms here remain in force.

  • Basic content, such as notifications or other interactions-specific messaging, is provided as a complimentary service. However, full text is expected to be provided by the client, and content revisions are not included in any estimates, as mentioned above.

  • Content revisions do NOT count toward the hours invested for purposes of rates.

  • Full content generation increases the hourly rate by $20/hr

  • For in-person meetings of projects, travel time to the meeting location is billed.

  • All effects mentioned here, unless otherwise noted, are cumulative.

  • Payment of any invoice with these terms linked indicates acceptance of these terms for that and all future payements. If another agreement we already have is contrary to any particular term here, those supercede these; however, all other terms not superceded remain in full force.

  • Unless explicitly agreed to and documented otherwise, ALL SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Referrals

  • New clients referred here by prior clients receive a $4/hr discount to their nominal rate, to a minimum of $62/hr.

  • Prior clients responsible for the referral receive a $4/hr discount to their nominal rate, to a minimum of $62/hr. This is cumulative for multiple referrals. This applies only to future work.

Get Personal Terms

If we've already discussed the project with you, accepting the terms on the next page is the final step before beginning work. Otherwise, once you've accepted, we'll contact you to get more details.



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