Contract Overview/Explanation

Each project here at KPFdigital pulls together a wide range of services and features in areas such as technology, security, design, intellectual property, etc. — all being necessary to produce a secure and successful project, and then a mutually beneficial long-term operation and relationship.

Based on years of experience, we’ve identified the most important areas to be addressed and understood before getting started, and then created a contract that we believe educates, empowers, and benefits both parties fairly, equally, and safely.

While contracts can sometimes seem intimidating, we’ve gone to great effort to make ours quite comprehensive and specific, while remaining readable and understandable in a make-sense kind of way.

We’ve created this article to give you a quick overview of the KPFdigital contract/agreement, and to provide a simple explanation of each of its sections. Then, when you read your actual contract you’ll already have a starting point of understanding.

Ultimately, we believe that a great contract makes a great foundation for a great project!

KPFdigital Contract Overview

  1. INTRODUCTION: Defines parties who are entering into the agreement, and the contract start date.
  2. WEBSITE CONSTRUCTION: Outlines the website build process itself; payment terms, access to third-party accounts such as GoDaddy, consequences for failure to adhere to project timeline, new work and change requests, ownership and use of work product.
  3. RESPONSIBILITY TO RETAIN ORIGINAL FILES: Reminds you to never send your originals of anything to KPFdigital; only send copies.
  4. NO MIGRATION SERVICES UNLESS SPECIFIED: Explains that unless otherwise agreed, we won’t be responsible to move your website to or from KPFdigital’s servers.
  5. THIRD-PARTY ACCOUNTS: You are responsible to maintain or pay for any related services of yours from other vendors such as GoDaddy, Mailchimp, Google, Dropbox, etc.
  6. THIRD-PARTY SOFTWARE: Describes our usage of software and services of other providers such as WordPress, various WordPress plugins, or other paid or free software in your project.
  7. INSTRUCTIONS AND RELATIONSHIP: Defines the nature of our working business relationship and the work that is produced.
  8. WEBSITE HOSTING: Describes website hosting terms and conditions, such as payment, cancellation, backups, uptime, security, and acceptable use.
  9. CONFIDENTIALITY: Describes our confidentiality efforts and obligations with your information.
  10. THIRD-PARTY LEGAL PROCESS: Describes our policy regarding subpoena, cease and desist, injunction, or a request from a law enforcement authority regarding your account here.
  11. TERMINATION: Describes process of project termination by either side.
  12. SOLE RISK; NO WARRANTY; LIMITATION OF LIABILITY: Explains basically, that it’s your decision to use KPFdigital, and describes the limitations of any liability we may bear.
  13. INDEMNIFICATION: Describes how KPFdigital will not be liable for any bad behaviour by you or your website.
  14. ENTIRE AGREEMENT: Explains that this contract contains our entire agreement. If it’s not in this contract, then it doesn’t exist.
  15. AMENDMENT OR WAIVER: Explains that with one exception, any changes to this agreement must be in writing signed by both parties.
  16. ASSIGNMENT: Explains that KPFdigital may assign its rights and obligations under this agreement to another legal entity formed by KPFdigital.
  17. CHOICE OF LAW: Explains that our agreement will be in accordance with the laws of the State of New York.
  18. CHOICE OF FORUM: Explains that any legal action may be brought only in the state or federal courts located in New York County, New York.
  19. ACCEPTANCE AND SIGNATURES: Describes the process and timeline for accepting, signing, and making a deposit on the contract.

To see an example version of the full contract, please visit the following link, and enter password (xxxxxx): See complete sample contract here.