The contract for the development of the site: so and not otherwise

Below is our sample contract (framework agreement and application for the development of the site) with comments on the points that most often cause questions. The contract sets out the general conditions of work, in the application - the specifics of the project. By the way, something is peeped at Punk You (Danil, thank you!) Use!

AGREEMENT on the development of the site, with comments

LLC “Company” in the person of Ivanov Ivan Ivanovich, acting on the basis of the Charter, hereinafter referred to as the “Customer”, on the one hand,
and Site Developer LLC represented by Sidorov Sidorov, General Director, acting on the basis of the Charter, hereinafter referred to as the “Contractor”,
on the other hand, and hereinafter collectively referred to as the “Parties”, concluded an agreement on the following:

1. The Subject of the Agreement

1.1. The Contractor undertakes to provide the Customer with services (to perform work) in the amount, within the terms and at the prices agreed upon in the Appendices to this Agreement, signed by the parties and being integral parts of this Agreement. All obligations of the parties to conduct specific types of work (services), as well as to pay for them, arise after the signing of the relevant Annex to the Agreement.
Works under this Agreement, which cost less than 44,000 (forty-four thousand) rubles, may be performed without entering into the Annexes and Additional Agreements thereto. Payment of the invoice by the Customer is a confirmation of his consent to perform these works. These works are signed by the act of acceptance of works on the fact of their performance.

Usually in the course of the project some additional trifles arise that were not included in the terms of reference (although we work on SCRUM, there is a hard estimate for each project; if the project is large, we make a separate application for each sprint in order to maintain the development flexibility). In addition, when everything has already been done, there is always a need for some small technical support, payment for hosting and domains, etc. If you make a separate application for each payment, you get a lot of papers. Therefore, we simply issue an invoice for small tasks, in which the works are registered, and then we close them with an acceptance certificate.
Why exactly 44,000? Because we have a sprint of 40 hours (at 1100 hours), and if the work is recruited for a sprint, then an application with a technical task is made for it.

1.2. The Customer undertakes to provide the conditions and provide the information necessary for the Contractor to fulfill its obligations, to accept and pay for the services provided by the Contractor (work performed).

2. Rights and Obligations of the parties
2.1. Rights and obligations of the Contractor:
2.1.1. The contractor undertakes to qualitatively, in accordance with the contract, applications, technical tasks and additional agreements to provide services (perform work).
2.1.2. Before concluding the Contract, the Contractor shall provide the Customer with necessary and reliable information about the proposed work, its types and features, price and form of payment, as well as inform the Customer, at his request, other information relating to the contract and relevant work.
2.1.3. The Contractor shall have the right to involve third parties for the execution of the Agreement without the consent of the Customer.

In general, we never work with freelancers, we do all the work in our Barnaul production. But sometimes projects require works that we do not perform, for example, creating a cartoon, illustrations in a certain style, 3D models or photographing. The point is just in this case. Although usually we will separately coordinate such works with the Customers and offer them to choose the performer for them.

2.1.4. The contractor undertakes not to disclose any confidential information of the Customer, obtained during the cooperation under this contract.
2.2. Rights and obligations of the Customer:
2.2.1. The Customer undertakes to accept and pay for the work of the Contractor in full and within the deadlines set in the Appendices to the Contract, to fulfill other obligations stipulated in the Contract, Technical Assignments and Appendices.
2.2.2. The customer undertakes to provide the Contractor with the necessary materials and information, not contradicting the current legislation of the Russian Federation, before commencing the work.
2.2.3. The Customer undertakes to transmit information necessary for the provision of services (performance of work) to the Contractor by e-mail in files whose format has been agreed with the Contractor.
2.2.4. The Customer undertakes not to disclose any confidential information of the Contractor obtained during the cooperation under this contract.
2.2.5. The customer has the right to check the progress and quality of the Work performed by the Contractor, without interfering with its activities.

Here the main point - "without interfering." That is, the customer sees the progress of work, but all discussions and approvals are conducted only through the project manager, direct contacts of developers, especially we don’t give access to the designer’s body :) Although all developers are involved in delivering the project stages, we hold skype conferences for that.

2.3. The parties have other rights stipulated by this agreement and the legislation of the Russian Federation.

3. Calculations of the parties

3.1. The cost of services / works under this Agreement is set in rubles and is determined in the Annexes to it. Not subject to VAT, in connection with the Contractor’s application of the simplified taxation system, in accordance with Chapter 26.2 of the Tax Code. The form of payment is non-cash payment, or (by agreement of the parties) another form that does not contradict the legislation of the Russian Federation.
3.2. Processing of the agreed parts of the work under this Agreement is carried out only when the Customer has fully paid for repeated works. The cost of work in this case is determined by the Contractor.
3.3. Unless otherwise provided in the Annex to this Agreement, services are provided on the basis of 100% prepayment. The contractor has the right not to commence work until receipt of the advance payment, unless otherwise specified in the Annex to the Contract. All deadlines for the execution of works specified in the Appendix are determined from the date of receipt of the prepayment. Prepayment is made within 3 working days from the date of signing the relevant Annex.
3.4. If during the period of fulfillment of obligations specified in the Annex to the Contract, the volume of services requested by the Customer exceeds the amount of services paid by him, the difference is paid by the Customer within 3 working days from the time the Contractor issues an additional invoice.

These are the works that can be performed without concluding the Annexes, within the framework of 44,000 rubles.

3.5. Unless otherwise specified in the Appendix, the parties may change the cost of services and terms of payment only by general agreement.
3.6. Payers under this Agreement may be third parties.

Added this item because we often conclude a contract for one counterparty, and payment comes from another. So it is easier then to spend on accounting.

3.7. The contractor has the right to terminate the provision of services to the Customer if the Customer violates the payment procedure defined by this contract and its Annexes.
3.8. If it is impossible to execute the work due to the fault of the Customer, the services shall be paid in the amount of expenses actually incurred by the Contractor.
3.9. In the event that the impossibility of performance arose due to circumstances for which neither of the parties is responsible (force majeure), the Customer shall reimburse the Contractor for the expenses actually incurred by him.

It's simple. If we cannot finish the project through no fault of our own (for example, the Customer changed his mind or passed a law prohibiting the Internet in Russia), the work already completed is paid for. Just because they are made and resources are spent on them. In this case, the result of the work already received by this time we are quite ready to transfer to the Customer.

4. The timing of the work, the procedure for delivery of the work performed.
4.1. Terms of execution of works are negotiated by the parties in the Annexes to the Contract.
4.2. In the event of a delay in making a prepayment, providing information, agreeing on the stages of work, paying for third parties, or otherwise failing to fulfill the Customer or its contractors, the Contractor’s obligations specified in the Contract, as well as the Appendices and Supplementary Agreements thereto, the Contractor has the right to unilaterally postpone all terms performance of work (provision of services) without any additional notification of the Customer. The deadlines for the execution of work in this case are increased by the time the Customer fulfills his obligations and the time required for the Contractor to resume work, but not more than 10 working days.

When we start a project, we plan resources for it. Teams do not have to stand idle, so we have a common calendar plan for all projects with specific start dates. If we cannot start the works by the planned date, because the Customer is delaying something, then the team goes to the next project according to the plan. Sprint on the project on average - two weeks a team (2-3-4 developers). If a team starts a sprint, it must finish it (this is SCRUM). Therefore, if the Customer delays the deadlines, he will have to wait for the completion of the sprint on another project, just up to 10 working days.

4.3. Unless otherwise provided for in the Appendix (Supplementary Agreement) to the Contract, on performance of work, or upon early termination of the Contract (clause 7.5.) The Contractor shall forward to the Customer an acceptance certificate of the work performed.
The customer, within three working days after receipt, signs the act and returns one copy of the act to the Contractor. If the Customer during the specified time does not sign the act and does not make any claims to the Contractor regarding the execution of the Contract, then the act is accepted by the Customer and signed by the Contractor unilaterally.

Customers often do not return acts sent to them, or letters are lost in the mail. Accounting swears. I had to somehow solve the problem.

4.4. If the Customer violates the deadlines for accepting the stages of work specified by the Parties in the Appendix to this Agreement, the Contractor has the right to issue the completion of the work with the Act of the executed work signed unilaterally, with a note about the refusal of the Customer to sign the Certificate of Completed Work.

And this item - to push customers to comply with the terms of approvals, prescribed in the contracts.

4.5. The contractor has the right to hand over the work ahead of time, and all the terms under the Contract are postponed.

5. Responsibilities of the parties
5.1. The parties are exempt from liability in whole or in part if, in accordance with the procedure established by the current legislation, they prove that the reason for non-fulfillment of obligations was force majeure, provided that they directly affect the fulfillment of obligations under this Agreement, as well as the adoption of legislative acts that prevent the implementation of the terms of this Agreement. In this case, the fulfillment of obligations under this Agreement is postponed for the duration of the circumstances of force majeure and their consequences. In the event of the above circumstances, each Party must notify the other Party in writing within 5 days from the onset of these circumstances.
5.2. The customer is solely responsible for the content, accuracy, legality and legality of the distribution of information and advertising materials provided to the Contractor for the performance of works, for violation of property rights, copyright and other rights of third parties. All property claims of third parties, including authors and owners of related rights, in respect of the information and promotional materials provided must be settled by the Customer on its own and at its own expense.
5.3. In the event of damages to the Contractor caused by the violation of the rights of third parties, including copyright, by the Customer, as well as violations of the legal requirements regarding the content and design of the information disseminated, the Customer shall reimburse the Contractor for any losses incurred due to such violation.
5.4. For non-fulfillment or improper fulfillment of the obligations assumed under the Agreement to the extent not specified by this Agreement, the parties are liable in accordance with the legislation of the Russian Federation.
5.5. The Parties are not responsible for the loss of profits and / or indirect damage to the other Party, which arose and / or may arise in the improper performance of this Agreement.

6. The procedure for resolving disputes
6.1. All disputes between the parties are resolved through negotiations on the principles of goodwill. The claim dispute resolution procedure is mandatory, the response period for a claim is 10 business days.
6.2. If it is impossible to reach an agreement by negotiation, disputes are resolved in a court of law at the location of the Claimant.

7. Term and Termination of the Agreement
7.1. This Agreement enters into force upon signature by the Parties and is valid for one year. If not later than one month prior to the expiration date of this Agreement, neither party declares its desire to terminate the Agreement, the Agreement is extended for the next calendar year under the same conditions, while maintaining this prolongation procedure for subsequent periods.
7.2. By this Agreement, Appendices and Additional Agreements may be concluded, which will be parts of this Agreement from the time they are duly executed and signed by both parties. In this case, this Agreement defines the basic provisions of the relationship of the Parties.
7.3. The contract may be terminated prematurely by any of the parties unilaterally, in the absence of disputes and debts between the parties. In this case, the initiating party of the termination of the Agreement must notify the other party in writing at least 7 (seven) calendar days before the date of termination of the Agreement.
7.4. Unless otherwise specified in the Annex to the Contract, after the Customer has made a prepayment and the Contractor has commenced the execution of the Contract, but prior to the date of delivery of works, in the absence of any perpetrator’s actions, the Customer has the right to terminate the Contract by notifying the Contractor in writing 7 (seven) calendar days before the date of termination of the Agreement, but the prepayment is not refundable in this case.
7.5. Unless otherwise specified in the Annex to the Contract, if the Contract is terminated at the initiative of the Customer, and the amount of work performed by the Contractor by this time exceeds the amount of the prepayment made by the Customer, then based on the current prices of the Contractor and the Act of work completed by the time of termination of the Agreement , calculation of Customer’s debt to the Contractor is made, which is repaid within 3 working days from the moment of signing (acceptance) of this Act by the parties.

8. Other conditions
8.1. This Agreement is made in 2 copies - one for each of the Parties. Both copies are equally valid. All Appendices and Additional Agreements to this Agreement are its integral parts from the moment of their proper execution and signing by both parties.
8.2. The parties recognize the correspondence by e-mail written, and the power of documents received in the framework of electronic document circulation is equal to the legal force of documents on paper. Any correspondence, including the Customer’s applications and the Contractor’s responses, shall be recognized as such if it is carried out simultaneously at the following email addresses with the notification of the letter reading:

• Customer email addresses:
• Customer’s manager - (name, position, telephone, e-mail)
• Contractor email addresses:
• Contractor’s supervisor - (full name, position, telephone, e-mail)

Previously, we entered into the contract only the project manager on the part of the customer. But managers sometimes do not get in touch, disappear, or it turns out that only a manager makes decisions in a company. In order to promptly resolve such issues, we now, even before the start of work, take all the contacts of the manager, and also call up with him.

8.3 Information and / or documents will be deemed properly transmitted by the Party by e-mail on the date and time of receipt of the confirmation of reading by any of the addressees specified in paragraph 8.2 of the other Party. In the absence of evidence of fraud - e-mail correspondence is considered an official document.

The item is needed in order not to duplicate each letter by regular mail. Without it, the cost of paperwork and sending documents can easily cover the cost of the project itself.

8.4. The obligations of the Contractor to send, deliver, bring to the attention of the Customer any documents, messages and notices are properly executed from the moment of sending by registered mail, personal delivery or sending to the specified e-mail address. The parties acknowledge as sufficient evidence of sending electronic messages to an e-mail address data of e-mail communication servers.
8.5. The Parties acknowledge any information relating to the conclusion and content of this Agreement, including any annexes and additions to it, as a commercial secret and undertake to strictly maintain the confidentiality of such information without disclosing it to third parties without the prior written consent of the other Party, unless it is necessary for the purposes of the Treaty or for disclosure to the relevant state authorities in cases specified by law. This provision does not apply to well-known or publicly available information.
8.6. The Parties undertake to sign and return the original documents (Contract, Appendices and Additional Agreements thereto, Acts of Acceptance of Works) received from the other party by mail within 10 working days from the date of their receipt. The fact of signing documents is confirmed by the presence of signed scans of these documents sent to e-mail addresses recorded in paragraph 8.2. of this Agreement.

Accounting always requires paper copies of application contracts-acts. Moreover, it is advisable to sign as it should, and not unilaterally. But the originals go on for a long time (no need to tell anyone about the Russian Post), so we start the work on scans. Therefore, so.

9. Rights to the result of work (services)
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