Please find below a copy of our standard contract, you will receive this on email for electronic signing.
Type: Professional Freelance Services
Client: All OTB Consulting Ltd Customers & OTB Consulting Ltd
Between us, OTB CONSULTING LTD (trading as The Digital Elite) with offices at 22 Vincent Road, Cobham, Surrey, KT11 3JB (“OTB Consulting”/”us”) and <complete> residing at <complete> (together, being “you”/”your”/”yourselves”).
This contract confirms the terms of our agreement regarding your consultancy services to OTB Consulting. 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;
OTB Consulting is hiring you to provide <complete> as set out in previous correspondence and further set out below.
What do both parties agree to do?
You: You have the experience and the ability to do everything we've agreed with you, and will do it all in a professional and timely manner. You will meet every deadline that is set and will maintain confidentiality in all information we give you.
Us: We'll endeavour to give you everything you need to complete the project as and when you need it. We (or our Client) will review your work, and provide timely feedback and approval.
The particulars of the services you are providing are as set out below. You will ensure your work follows industry best practises and is free from errors.
Your areas of expertise include:
We will pay you the agreed rate of <complete>, though acknowledge this may change over time. All payments shall be made directly to your nominated bank or building society account. We also utilise payment service providers such as TransferWise (https://transferwise.com) and PayPal (http://paypal.com).
Getting down to the nitty gritty
Copyright & Intellectual Property
You guarantee that any code, text, images or other artwork you provide are either owned by you, or that you have permission to use them. You must not infringe upon any copyright laws, right of privacy or any other right of a third party.
All deliverables provided by you become the exclusive property of the Client upon acceptance of delivery, however we acknowledge that these deliverables may be partially based on a non-exclusive code base created and maintained by you and in some cases existing code may be used to help create the deliverables.
Such code and other underlying technologies do not become the property of the Client, only the finished deliverables themselves. In addition, the deliverables may depend on code, objects (COMs), and other third party utilities that are the property of their respective owners. In such instances, you hereby grant the Client a royalty-free, worldwide, non-exclusive, transferable license for the Client (and its authorized partners) to use the finished files and pre-existing identified works.
For the avoidance of doubt intellectual property includes the complete design, source files and finished files, images, graphics and code.
During the course of your work with us, you will have access to confidential information in relation to OTB Consulting and the Clients. This may include marketing strategies, operating procedures, product database information, sales data, pending projects and proposals, passwords and other proprietary information.
Any and all of this business information must remain confidential, and you must take all reasonable actions to protect the confidentiality of this information and not divulge any of it to outside parties. This includes not disclosing any details of our agreement to the Client.
You must ensure any passwords or information provided to you during the course of your work are stored securely. We recommend all contractors utilise a password vault, such as LastPass (https://lastpass.com) to securely store passwords. You should not disclose, or permit to be disclosed, any passwords provided to you by OTB Consulting, to anyone at any time.
Any security compromise, including loss or theft, must be reported to OTB Consulting immediately.
You agree that you are engaged to provide your services on a consultancy basis and under no circumstances are you an employee of us, or the Client.
If you are currently employed by another third party it is your responsibility to ensure you obtain permission to provide these services.
We operate in a transparent way, and allow our contractors to engage directly with OTB Consulting clients though also need to protect our business and our business interests.
You shall not do business with, or attempt to do business with, any client or customer of OTB Consulting for a period of 12 months following your last completed project (determined by your last payment) with OTB Consulting.
Changes and Revisions
We understand that fixed-price contracts are rarely beneficial to the Client, as they often limit them to the earliest ideas. We also don't want to limit the Client’s ability to change their mind. Any pricing and/or agreed rates are based on the time you have estimated the project will take. If the parameters of the work change significantly, and it is likely to involve significantly more time than originally estimated, You must inform us as at the earliest opportunity so that we can negotiate this with our Client.
Us promoting you: We love to show off our work and share what we’ve learned with other people, so we reserve the right to display and link to this project/your websites and your involvement as part of our portfolio and to write about it on our website, social media, promotional emails in magazine articles and in books. This promotion may include things like using your name, photo and skillset. You grant us permission to do use this information, unless you specifically tell us otherwise in writing.
Your promoting the Client: We will endeavour to obtain permission from the Client such that we may both reference this project. Until this time, you are expressly prohibited from discussing the Client or this project with a representative of the press or media or any other third party.
To protect both of us, in the unlikely event that either you or OTB Consulting fail to respond for a period of 7 days or more this is considered a breach of contract. At this point the project is considered abandoned and is closed. Any monies must be settled as per the work stages above.
Either party may terminate this agreement upon 14 days written notice to the other party. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party.
As a small business we know how important it is to be paid promptly, so we'll stick tight to any payment schedule agreed.
You are responsible for all your own taxes, national insurance contributions and any other territory specific payments that occur with respect to this work.
We want our clients to be amazed by our work, it is important for our reputation, and the more our clients like working with us, the more business we can give to our contractors (like you). As a result, we include an entirely discretionary bonus payment. If our team and our client are impressed by your dedication, responsiveness, quality of work and adherence to deadlines this will be added to the payment.
Where's all the horrible small print?
Although the language is simple, the intentions are serious and this contract is a legally binding document under the exclusive jurisdiction of English and Wales and should be interpreted in accordance with English law. We will do everything possible to avoid any problems, however should any problems arise, any action pertaining to the project must be filed in London, UK.
You cannot transfer this contract to anyone else without our permission. This means that you cannot subcontract any of the agreed work. If an unexpected development requires additional expertise, you must contact us in advance.
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.
The dotted line
Signed and dated by Stuart Brameld on behalf of OTB Consulting (trading as The Digital Elite)
Signed and dated by