Terms of Business
Between us [company name] Date
and you [customer name]
Summary:
We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what and what happens if stuff goes wrong. In this contract you won't find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing off on something that you might later regret. We do want what's best for the safety of both parties, now and in the future.
In short
You ([customer name]) are hiring us Period Fine Bindings located at 117-2187 Athlone Court, Oak Bay Avenue, Victoria, Vancouver Island, BC, Canada, V8R 1G1 to create and develop a book or books for the estimated total price (see original quote) as outlined in our previous correspondence. Of course it's a little more complicated, but we'll get to that.
What do both parties agree to do?
As our customer, you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide us with everything that we need to complete the project including where appropriate the volume, text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner too. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavor to meet all the deadlines set but we can't be responsible for a missed launch date or a deadline if you have been late in payment or have not approved or signed off our work on-time at any stage. On top of this we will also maintain the confidentiality of any information that you give us.
Getting down to the nitty gritty
Design
We will create designs for the look-and-feel, restoration (where appropriate) layout and functionality of your book (s). This contract allows us to produce the full design based on verbal or written instructions (email) from you. If you're happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at the daily rate set out in our original quotation.
Restoration
We have restored ancient volumes that have been drowned in flooded crypts, handwritten hunting manuals from the thirteenth century burnt to a crisp and manuscripts that have been found in the thatched eaves of sixteenth century cottages. We have restored dog-savaged texts, sacred worm eaten chain library tomes and the Doomesday scroll, so be assured that we can save your precious book, but it will cost $60 an hour.
Construction
The work is demanding and time-consuming: restoring broken volumes, mending pages invisibly, finding missing text and collating the pages, hand-marbling end-papers, curing the leather, staining with handmade dyes made from natural earth bols and pigments, stitching bindings (using over 78 different ways), covering the work and creating original designs in 24 carat leaf tooling or working with the designs of the master bookbinders to recreate works of art in the spirit of their masterpieces.
Text content
For original limited edition commissions, we may write a best-seller and therefore retain copyright for that piece, design and text, but we're not responsible for writing or inputting any text copy unless you ask us to in writing. We'll be happy to help though, and in addition to the quotation we will charge you at $60 an hour for copy writing or content input.
Plates or Photographs
You will supply us plates or photographs for your volume either in digital or printed format. If you choose to buy stock photographs we can suggest vendors of stock photography. Any time we spend searching libraries for appropriate plates or photographs will be charged at $60 per hour.
Changes and revisions
We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don't want to limit either your options or your opportunities to change your mind.
The quotation prices at the beginning of this document are based on the number of hours that we estimate we'll need to accomplish everything that you have told us you want to achieve. If you do want to change your mind, add extra pages or design features or even add new functionality, that won't be a problem. You will be charged the hourly rate of $60 an hour or set out in the quotation we gave you. Along the way we might ask you to put requests in writing (email is good) so we can keep track of changes.
Cancellation
What happens when you cancel a project? Well, when you are a small business your livelihood depends on billable hours and therefore the deposit paid is your commitment to the project's completion and is non-refundable whether the work is started or not. We may also ask you to pay for any work completed to date based on our hourly rate, materials and specific tools that may have to be acquired.
Legal stuff
We can't guarantee that the work of binding books and producing works of the binding art will always be error-free (although we have learnt to produce error-less work the hard-way) 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 arising out of the use of text, volume or objets d’art, even if you have advised us of the possibilities of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Phew.
Copyrights
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in your book are either owned by your good selfs, or that you have permission to use them.
In return we guarantee that our work is original and to the best of our knowledge does not infringe the copyright of others.
When we receive your final payment, copyright is automatically assigned as follows:
You own the book(s) that we create for you for this project.
You also own text content, photographs and other data you provided, unless someone else owns them.
We love to show off our work and share what we have learned with other people, so we also reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, in magazine articles and in books about book binding.
Payments
We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we're also sure you'll want to stay friends, you agree to stick tight to the following payment schedule.
We expect a third of the total bill ‘upfront’ and immediately at commencement to show your commitment and to help us buy materials and tools and is non-refundable whether the work is started or not.
Should major design changes occur or additional work be added to the original project then we will expect payment on demand for work agreed and achieved to date.
Our payment terms are 10 days and there is an encouraging fee of 1.5% per invoice for any late payment, every month. Should any payment or project over $1,000 be significantly altered or delayed by yourselves in anyway we reserve the right to add an additional 10% to our invoice every 45 days until payment is received.
And, by the way, all commissions must be paid for in full before they leave the workshop.
But where is all the horrible small print?
Just like a parking ticket, you cannot transfer this contract to anyone else without our permission. 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, US and Canadian] courts. Oh and don't forget those men with big dogs.
The dotted line
Signed by and on behalf of [company name]
Signed by and on behalf of [customer name]
Date [date]
Everyone should sign above and keep a copy for their own records. If however you are unable to sign then acceptance of our terms is deemed to have occurred when you know that work has commenced on your behalf.
Kind Regards
Paul Tronson
paul@periodfinebindings.com
'Shout out' to Andy Clarke and of course Margaret Stead