The contract

Between: Rougier Consulting Ltd

And (customer name and address):

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.

You (the Customer) are hiring us (Rougier Consulting Ltd, also ‘we’ and ‘our’ in the text which follows) to undertake and complete the Project (as defined in Exhibit A at the end of this document), in accordance with and on the schedule specified in Exhibit A.

What do both parties agree to?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. 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 in Exhibit A.

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. Where we think there may be a conflict between your interests and other work we may take on, we will discuss this with you and look for an amicable solution.

Getting down to the nitty gritty

Computer code, documentation, and visualizations (“the code”)

All of the code which we produce is and shall remain our exclusive property. We hereby grant you a nonexclusive, non-transferable, perpetual, worldwide license to use the code solely to the extent necessary for the Project. We warrant that, to the best of our knowledge, the code does not infringe the rights of any third party, and use of the code in connection with the Project will not knowingly violate the rights of any third parties.

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 days 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 days.

Termination

Either party may terminate the contract at any time through written request. On termination, you will pay us all unpaid amounts due for work completed prior to notice of termination.  Unless requested otherwise, on receipt of payment we will securely delete or destroy all of your proprietary information in our possession.

Legal stuff

We will 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.

But where’s all the horrible small print?

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

Both parties agree to 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 English and Welsh courts.

Provenance of this contract

This contract is based on Contract Killer, open-source contract, with additional text from Thought Merchants Consulting Agreement for Day Rate.

The dotted line

Signed by and on behalf of Rougier Consulting Ltd


……………………………………………………

Signed by and on behalf of 

Customer name:


……………………………………………………

Date:


Everyone should sign above and keep a copy for their records.  Please also sign at the bottom of Exhibit A.


EXHIBIT A

Project & Fees

Project:

[Description of project and deliverables.]

Term:

[NNN] days or until the Contract is terminated, whichever occurs first.

Fees:

Fee of £ [day rate] per day (7.5hrs), including travel time for journeys exceeding 30 minutes.

Payment schedule (delete as appropriate):

  1. Payable semi-monthly in arrears 15 days after receipt of itemized invoice.

  2. 50% payable at the start of the project, and 50% payable 15 days after receipt of the final deliverable, the latter adjusted pro rata for early termination.

Expense reimbursement:

Flat rate of £150 per night for consecutive days away from home; £200 per trip travel (UK only, no flying).  Payable 15 days after receipt of itemized invoice.


Signed by and on behalf of Rougier Consulting Ltd


……………………………………………………

Signed by and on behalf of 

Customer name:


……………………………………………………

Date: