Introduction

ProImage is a one-man web development company founded by Michael Cohen in December, 2007 in order to supplement his day job. Initially it was based on good faith between company and client, without any need for formal agreements. However, due to unanticipated growth since that time, it has become necessary to come up with a less informal arrangement - this contract. Since legal documents are often difficult to understand and decipher, attempts have been made to make this document as clear as possible.

1. Site Material: Design and Content

   1. Site Design.

      Plain English: You need to provide me with all the design-related material I need to commence work, and in a format we both can use. I may need to make various minor adjustments to what you provide me with over the course of the project's development due to various technical limitations, but they won't be very noticeable.

      The client is responsible for providing the graphical design of the website. This design will be provided to ProImage in Adobe Photoshop .PSD format. The design should include at least the following page comps:

      • Frontpage / landing page.
      • General content page.

      ProImage reserves the right to independently perform minor adjustments to the provided design when such adjustments are required due to HTML/CSS limitations or other necessitating circumstances. These adjustments would be made during the website construction process and would not be dependent on approval by the client, provided that they do not noticeably affect the final design outcome or user experience.

   2. Content.

      Plain English: You need to provide me with all the content-related material I need to complete my work, and in a format we both can use.

      The client is responsible for providing full content for the website. This content includes text, photos, illustrations, and any other graphical elements the client desires to have styled a certain way. Textual content will be provided to ProImage in a standard text format (such as Microsoft Word or OpenOffice Writer documents, or shared via an online service such as Google Docs) when the visual layout of the text is not important, or in Adobe Acrobat PDF format (with selectable and copyable text) when the content needs to be visually laid out in a certain way in relation to graphical or other page elements. Photos, illustrations, and other graphical elements will be provided according to the same specifications as the Site Design (see Section 1.1).

   3. Provision of required materials.

      Plain English: If I don't get all the material I need to do my job, things will get delayed and any deadlines will likely be tossed out the window. Also, please recognize that sometimes a short delay in the beginning results in a disproportionate delay in the completion of a project due to the project overflowing into time occupied by certain unavoidable factors or obligations such as holidays, vacations, and the like.

      The client recognizes that any time estimates given to them regarding the expected completion date of the website are fully dependent upon ProImage having received in a timely fashion the entirety of the required materials as specified. Any delays in reception of said material may result in delays in the project's completion. These delays may be unpredictable in length, especially if national and/or religious holidays, mandatory annual service in the reserves, previously planned personal vacations, or other unavoidable interruptions enter into the equation. In such instances, ProImage will attempt to accommodate the wishes and desires of the client as much as reasonably possible, but it cannot be held responsible for the repercussions of such delays.

2. Hosting and Technical Requirements

   1. Web Host.

      Plain English: I build the site; I don't host it. You'll have to supply a place to host it. Hosting is a separate cost not connected to ProImage. Any downtime is your host's problem, not mine.

      ProImage does not currently provide hosting services. The client is required to obtain a webserver or hosted package where project files can be located. If needed, ProImage can provide recommendations to the client about acquiring a webserver or hosted package suited for the intended scope of the project. The client is aware that purchasing such packages involves recurring costs not connected to the cost of ProImage's services. Here are some approximate costs:

      • Standard, generic domains (example.com / example.org): approx. $10 per domain year
      • Specialized or country-specific domains (example.tv / example.co.il): approx. $20 per domain year
      • Hosted package (suitable for small to medium sites): approx. $5-$15 per month
      • Dedicated or Semi-Dedicated server (suitable for large, very active sites): approx. $100-$200 and above per month

      If the client already has a web hosting package they want to use for the project, they should provide technical specifications of the existing package to ProImage for suitability evaluation. If the package is deemed unsuitable for the scope of the project, the client will be asked to upgrade the package or obtain a new package more suitable to the project.

      ProImage is not responsible for any downtime due to problems with the webhost. Resolving such issues is between the client and the webhost.

   2. Technical Requirements.

      Plain English: Your site will probably be built using a Content Management System. If the system costs, you will be informed of such in the project estimate. Such systems have certain requirements of the webserver they reside on, which will need to be met.

      Where reasonable, ProImage will make use of a Content Management System (CMS) to develop website projects. The CMS is chosen based on the needs and scope of the project. Most smaller or simple websites can be based upon the free, open-source TextPattern CMS, whereas most medium and large websites are best suited to the commercially-produced ExpressionEngine CMS. When the scope of a website requires using ExpressionEngine or another for-pay CMS, the cost of the CMS will be noted and included in the project estimate.

      Content Management Systems have certain requirements from the web server they reside on. While the specific requirements vary from CMS to CMS, the general requirements are that the server be Unix/Linux based, running the Apache webserver, with PHP scripting and MySQL database support. These requirements are very standard and should not be a problem to meet. In cases where the project scope includes on-going generation of rich multimedia, such as weekly audio and/or video content, special attention should be paid to the storage capacity, allotted monthly data transfer, and bandwidth limitations inherent in the hosting package.

   3. Access.

      Plain English: You need to give me FTP and probably MySQL access to your server.

      At the very minimum, the client must provide ProImage with appropriate FTP access (login information) to the client's webserver. In most cases, MySQL database access will be required as well.

3. Financial

   1. Deposit.

      Plain English: An initial deposit is required. This is to make sure that I have money to cover initial costs, that your chosen method of payment works, and that you are sincere about this project.

      The client is required to make an initial deposit up front before work can commence. This deposit serves multiple purposes:

      1. It provides ProImage with an initial source of funds to cover initial costs.
      2. It confirms that the client's chosen method of payment works as expected.
      3. It verifies the sincerity of the client.

      The amount required for a deposit differs for each project, and will be listed in the estimate. This deposit is not an extra charge, and the full amount will be deducted from the first monthly invoice.

   2. Billing.

      Plain English: I track my hours worked, charge between 100-200 NIS per hour, depending on the client, and send invoices on a monthly basis, via email.

      ProImage tracks hours worked per project and will invoice the client on a monthly basis regardless of the status of the project at that time. Invoices are issued by email to the primary contact of the client.

      The billing rate varies between NIS 100-200 per hour, depending on the client, and is billed in NIS. This amount does not include V.A.T., which ProImage cannot currently charge its clients. If the billing rate changes in the future, already-existing projects will be unaffected, and only new projects will be charged at the new rate.

   3. Payment.

      Plain English: Payment is due within 30 days from the invoice date, by check or direct deposit, and can be made in a number of currencies. If you're paying in something other than NIS, you'll need to calculate how much you need to pay according to the exchange rates on the day of payment.

      Payment is due within thirty (30) days from receipt of the invoice. Payment can be made via check or direct bank deposit. The following currencies are acceptable as payment: New Israeli Shekels (ILS), US Dollars (USD), Canadian dollars (CAD), European Euros (EUR), and British Pounds Sterling (GBP). If the client intends to pay in any other currency, the client must inform ProImage of this in order to verify that the desired currency is acceptable.

      • Please note: When a client chooses to pay in any currency other than NIS, the client is responsible for calculating how much should be paid in their preferred currency according to the exchange rate between their preferred currency and the New Israeli Shekel (ILS) on the day of payment, not the invoice date. Along with the payment, the client is requested to include a simple note with the exchange rate of that day and the calculations they used in arriving at the amount for payment. Minor discrepancies in payment amounts (less than 1% of invoiced amount) due to exchange rate flux are inevitable and are acceptable.

   4. Late Payments.

      Plain English: Please pay on time. :) The 2% per week late fees start after 30 days.

      The due date for payment is thirty (30) days from the invoicing date. Each week's delay in payment beyond the due date will accrue a additional 2% late fee.

   5. Suspension of Work

      Plain English: If an invoice hasn't been paid after 60 days from its issuance date, I will stop working on your project until the invoice is paid in full - including any late fees.

      If payment for an invoice has not been made within sixty (60) days of the issuance date on the invoice, ProImage reserves the right to suspend all work on all that client's projects until payment has been made, including interest charges for delays exceeding the thirty (30) day limit.

4. Work Ethics

   1. Availability of Service

      Plain English: I have a day-job as well as other commitments, so please take that into consideration when trying to contact me, or when there's something that you need to have done within the next few days. I don't work on Shabbat (from sundown Friday to sundown Saturday).

      Due to a commitment to a full-time job, ProImage does not operate during normal business hours, Israel time (+2 GMT). Therefore, clients are requested to remain flexible with their short-term deadlines, and may need to extend them. ProImage will do its best to meet such deadlines, but cannot guarantee service within a twenty-four period. ProImage is not liable for services not rendered within a certain time period unless otherwise stated.

      ProImage does not work on Shabbat unless in cases of emergency. Shabbat begins at sundown on Friday and ends after sundown on Saturday.

   2. Planning Ahead

      Plain English: When setting deadlines, please allow extra time for unforeseen delays. The larger, more complex, and more dynamic you want your site to be, the longer it will take. It's not uncommon for a larger site to take a year or more. Changing project scope affects estimates and deadlines.

      Please allow enough time to complete a project well in advance of your desired deadline to compensate for unforeseen circumstances. ProImage recommends allotting 2 months for small websites (up to 10 pages), 3-6 months for medium sites (10-20 pages), and 6-12 months for larger sites (over 20 pages). Extra features, such as photo galleries, user login systems, discussion forums, article commenting systems, multiple languages, and dynamic database-driven content all increase the development time and should be taken into account.

      Any change in the scope of a project will require a recalculation of the time needed to complete the project, and an appropriate adjustment in any deadlines for the project.

   3. Communication & Correspondence

      Plain English: Communicate by email whenever possible. When email isn't sufficient for conveying something, a phone call can be scheduled by email. If it's an immediate need, try to SMS me, but keep in mind that I don't run a 24-hour call center, and that I need sleep too.

      ProImage prefers that most, if not all, communication with clients be done via email. This allows a permanent record of each exchange to be kept for future reference, as well as facilitates non-synchronized communication between people in differing time zones and work schedules.

      Direct contact by phone is discouraged, especially during normal Israeli business hours, when it is inappropriate due to commitments to a regular day job. If there is something that needs to be conveyed or clarified by phone, the client should consider pre-arranging via email a time to call, or - in cases where more immediacy is required - send an SMS to +972-54-659-3753. In an SMS, the client should include their identity, since their number may not be stored in the company's phone. Additionally, the client should ensure that the number they send from is a number that can be replied to. In any case, ProImage will not reliably answer phone calls or respond to SMSes between the hours of 3am and 11am (GMT +2; exact times vary).

   4. Ownership

      Plain English: Your project is yours to do as you please with. I generally keep archival copies of project material, but such copies should be seen as a backup of convenience with no guarantees of availability, nothing more. You give me the right to use the image of the project as part of a promotional portfolio.

      The client retains the right to repurpose material supplied by ProImage in all appropriate applications for branding and promotional purposes. Digital backup of materials are retained by ProImage, but cannot be guaranteed to be always available in the case of mechanical failure, natural disaster or theft. Digital materials already produced and paid for can be requested free of charge in the case of misplacement by the client.

      The client gives ProImage the right to use the image of their completed or incomplete project, including any and all intermediary unpublished drafts, as part of a portfolio for display on web sites, company collateral and other media outlets for the purposes of promoting its services.

5. Project Delays and Cancellations

   1. Termination of Services by Client

      Plain English: No work is done in gratis. If you don't like the initial work done for you, you still need to compensate me for the time spent on it, with a 1 hour minimum.

      No work will be performed for speculative purposes. The client must agree in advance that any initial work that is rejected at the outset with an intent to cease the project must be compensated to ProImage at no less than 1 hours' work.

   2. Unforeseen or Sudden Termination of a Project

      Plain English: Since ProImage is a one-man operation, it's quite possible that health issues or other problems can put the company on hold for a period of time. You should have a backup supplier if you're running a crucial operation. In such cases, you have the right to cancel a project with no charge, or to put the project on hold until I am able to resume work. You may be extended a discount if the delay was severe, but that is not a guarantee. I will try to reach an acceptable agreement with you in such cases.

      In case of health issues or other extenuating circumstances, ProImage may not be available to provide services on a continuous basis. This is the disadvantage of a single-person freelance operation and it is highly recommended that clients have a backup plan with an alternate supplier in crucial situations should operations be suspended due to incapacitation. Should services become suspended or delayed, the client has a right to completely cancel a project in progress, thus incurring zero charges, in which case any material produced is discarded and prohibited from use, or a charge to be levied to the client at a discount to transfer materials in mid-production to the client for completion by an alternate supplier. The client may also choose to place the project in progress on hold and suspend production till operations resume where it will go forward from thereon. A discount due to a delay in production may be applied at the discretion of ProImage in the most serious cases. Discount rates are to be assessed by ProImage on a per case basis and every attempt will be made to reach a mutually fair settlement.