Yellowball Partnership Agreement.

Thanks for choosing to partner with Yellowball on your project – we’re delighted to be working with you and can’t wait to get the ball rolling.

Please read and follow this partnership agreement – we would like to form a collaboration with you underpinned by trust and mutual respect. This will ensure you get the best possible experience when working with us and it will improve our results, which are known as Deliverables in this agreement. This is a legally binding commercial agreement and if you don’t comply, it will be a breach of our agreement and entitle us to end the partnership.

We will both cooperate on the Project and Services, and comply with all relevant legal obligations, including how we handle, store and process data. Resource allocation is a vital part of our collaboration and there are provisions below reflecting this.

Your Area of Expertise

We enjoy partnering with a diverse collection of brands of all shapes and sizes across multiple industries and sectors. And we have extensive experience of doing so over the last decade. But we’re not experts in your industry or business – you know your business and industry to a depth that we can’t. As a result, during our partnership we will rely on you to tell us about things that will help us to create outstanding Deliverables.

You will:

• provide us with materials, information and access to online systems or software if applicable to allow us to meet the Deliverables set out in the Proposal,
• provide us with prompt approvals, feedback or information in line with any agreed project schedule.

During the project you may need to agree to third-party licences, WordPress or other CMS plugins, stock photography and video assets, hosting and server infrastructure third parties, APIs and other integrations, and you must comply with the licence terms for each of these. We may have to suspend the Project or our Services if you don’t and it will also be a breach of our agreement.

Our Area of Expertise

Yellowball are a leading boutique web, digital and design agency. We’re not lawyers so we can’t guarantee that the Deliverables will comply with relevant laws – with this in mind, we’d recommend seeking independent legal or specialist advice to check this. If they don’t meet relevant laws, you will pay any costs relating to any breach of laws and for changing the Deliverables so that they do comply.

Employing each other’s staff

Neither of us will, without the other’s prior agreement, deliberately entice away employees or consultants with whom we have worked on the delivery of the Services. However, if – within 12 months of them working on your project – you decide to directly employ one of our members of staff or consultants, we will charge a fee of 25% of their annual salary. This is to cover our costs associated with recruitment and onboarding of replacement talent.

We will invoice this when they hand in their notice and it will be due within 30 days.

Collaborating on Website Design and Development

You will:

• work together with us in good faith to agree a Design Brief with us – this helps shape the agreed creative direction and becomes a single point of truth that our design team respond to.
• provide us with Client Materials according to the project schedule at your own expense (images supplied as JPEG or other standard image file type and written content in digital editable format, such as Google Docs – your Project Management lead will advise further on this during the kick-off stages of the project),
• read, check, provide feedback and approve the Design Deliverables according to the project schedule so we can complete the project,
• ensure that you cross-check and test the website (via the staging server link we will provide) against the Scope of Work within 14 days after we submit the website to you – thisis the ‘testing window’,
• accept the site during the testing window, unless you have written to us detailing the failure to conform to the specification in one or more material respects (a failure notice),
• if you provide a failure notice during the testing window, you may either ask us to remedy the identified defects or accept the site subject to a mutually agreed reduction in our Fees.

We treat the site as accepted when the first of these happens:

• you confirm that the site conforms to the Scope of Work, or
• you download a copy of the site to your own server or systems or you confirm the site has passed the acceptance tests ie you expressly accept the site, or
• the testing window ends without you sending us a failure notice, or
• you use the site in a public facing and/or commercial context ie. you are deemed to have accepted the site.

We promise that in providing website services:

• we will do our best to ensure your website meets best practice and has acceptable site and page speeds. Page speeds are not guaranteed unless expressly stated in the proposal.
• we will develop a site that is compatible with all major browser types: Chrome, Firefox, Safari and Internet Explorer, including the browser’s current version and two legacy versions, as well as testing across Apple and Android mobile operating systems.
• the site will perform substantially in accordance with the Scope of Work for at least 60 days from acceptance. If it does not, we will at our own cost take whatever steps are needed to ensure it does, except where the failure is not within our reasonable control or is not due to our own errors or omissions.

Projects – Our Terms of Business.

How We Will Work Together

Our proposal – setting out the Services, the Deliverables and our Fees – includes these terms which will apply to all services we perform for you until the end of our relationship. Please also read our Partnership Agreement so you can better understand how we work together – it is part of our agreement with you.

What We Will Do

We (Yellowball) will:

• provide the Services set out in the proposal in a professional, helpful and collaborative manner to meet the Deliverables and do our best to meet any agreed KPIs,
• work hard to meet any performance dates specified in our proposal,
• promptly respond to your reasonable requests for information and updates,
• provide you with a project schedule setting out the milestones and dates of deliverables being met,
• produce a first proof of the Design Deliverables based on the Design Brief and deliver this to you for feedback and/or sign off – this is usually sent across via a Figma or Adobe XD link,
• if needed, create further proofs of the Design Deliverables as set out in our Proposal or as otherwise agreed between us,
• use the project schedule to mobilise our resources to deliver the Services alongside our other projects.

We may subcontract or delegate any or all of our obligations to any competent and trusted third party. From time-to-time, Yellowball work with a vetted suite of global collaborators across the engineering, design and creative ecosystem, and we might deploy these resources to enhance the Deliverables and provide the best possible service. At all times throughout the lifecycle of your project, you’ll have access to one single point of contact within our project management team, and direct access to our hands-on founding team, senior designers and Head of SEO.We would like to include “Designed by Yellowball” on the homepage of your site, and will agree its style with you.

What You Will Do

You (our client) will:

• carry out your obligations by helping us to deliver the Services,
• read and comply with the Partnership Agreement and follow your duties and responsibilities – it forms part of this agreement as well as helping our work together to be a success,
• promptly provide us with items that we need to supply the Services and meet the project schedule such as complete and accurate information, content, access to third-party systems, Client Materials, or website traffic statistics,
• meet the milestones on the project schedule – if you miss them, this will have a knock-on impact on the project schedule and you may incur additional fees,
• sign-off our project schedule within 30 days of signing this agreement so that we can allocate resources to meet that project schedule and the needs of our other clients. In the event a deposit has been paid, but a schedule is not committed to or the project cannot commence due to the required materials not being provided to us, deposits are non refundable.
• review, check and provide detailed feedback on designs, concepts and ideas according to the project schedule – whilst we do our best to ensure copy and assets are error-free, you are ultimately responsible for correcting any spelling mistakes or errors,
• Where relevant, get any licences and consents you need for the images, text, logos or other materials (what we call Client Materials) that you want us to use,
• allow us to showcase our work with you, including using your logo on our website and social media channels and use images, screenshots and case studies about you in our marketing and other client proposals.

‘Client Materials’ refers to all documents, content, information, items, materials, intellectual property and any other property in any form that you provide to us. Unless our Proposal states otherwise, you will provide all content and images to allow us to carry out the Services. If we require any stock photography or videography to carry out the Services, we will quote and invoice for this separately.

Managing the Project/Services

For the project to run smoothly, we will need access to some of your systems, data and people. As the project progresses, we will need approvals, feedback and information from you on the work we have done.

Those responses need to be prompt ie. reflecting the timescales in any project schedule. This means we can allocate our resources to your project and meet your agreed milestones. If you are late responding, we will do our best to accommodate these changes. However we cannot agree to meet the original project schedule – see details in the Delays to the Project schedule section below to for the next steps we may need to take in this instance.

We will each nominate a dedicated Project Manager to liaise between us. If you don’t tell us who your PM is, we will assume that the person who signed the agreement on your behalf is acting as your PM. Please ensure your PM has the expertise and authority to make project-critical decisions and changes to this agreement and to promptly provide approvals, feedback or comments.

Changes to the Services and/or Schedule

If you want to change the Services let us know as soon as possible, ideally by email. We will prepare a revised Proposal covering changes to the Fees and (if relevant) update the project schedule.

Once you’ve received our revised Proposal, let’s have a chat about anything you don’t like and then you (via your PM, if any) can agree to the new terms within 7 days. This will help keep the Services and Deliverables on track.

If you request additional services which are not within the scope of our proposal, then we will charge for those services on a time and materials basis, using our current rates, which are £145.00 + VAT per hour.

We will do our best to accommodate changes to the agreed scope of work, but not all of these will be possible. Any changes we can accommodate will be treated as a change to the Services and follow the process in this clause.

Delays to the Project Schedule

As noted above, we will produce a project schedule, that you will have reviewed and signed off.

If you miss a milestone, we will reset a second time free of charge.

If a second milestone is missed, a rescheduling fee will be charged to cover the costs of reorganising resources, rebooking new time in our schedules, and revising the Project Schedule again. Our agency-wide schedules operate in two-week sprints. This means once a project and schedule has been confirmed, our project delivery team will secure these resources within our schedules. In the event we are not able to complete the tasks scheduled due to milestones being missed, feedback not being provided on time or important content or assets not being shared with us, our design and development team may be idle and cannot work on other projects at short notice. This fee is £1,160 + VAT and covers the costs we incur as a result of this.

If you fail to comply a third time, or if we feel that you are not cooperating with us, we may terminate our agreement with you.

If there are circumstances beyond our or your reasonable control that delay or prevent us performing the Services, then we will extend the project schedule to cover that period. If that delay extends to more than  4 weeks, we can end this contract for serious breach (see below).

How You Will Pay Us

Our Fees and how you will pay us (payment terms) are set out in our proposal. We will send you VAT invoices. Any initial payment or first instalment (sometimes referred to as a deposit) is non-refundable, whether or not we start to provide the Services.

If you miss an invoice, then:

• you will pay interest on late payments at an annual rate of 8%, and
• we can suspend providing the Services until you pay our invoices in full. We will agree a revised project schedule and any additional fees to reflect the need to reschedule resources.
• You will pay our reasonable fees for collecting any overdue invoices, including third-party collection costs and any court fees.

Sharing Information and Intellectual Property

Keeping Specific Information Confidential

We will both keep business-sensitive information confidential, except where required by law, the Project or Services, or where it is already publicly known. Please read our privacy notice.

Sharing Other Information Under Licence (Intellectual Property)

The Jargon: Please note when working with you we are using both background intellectual property and creating new intellectual property.

Essentially background intellectual property rights (Background IPR) are rights in intellectual property that is owned by or licensed to Yellowball, on property which is or has been developed independently of our agreement with you. That Background IPR may subsist in the Deliverables we develop or may be needed to allow you to receive and use the Services. Foreground intellectual property rights (Foreground IPR) means any rights in the Deliverables other than the Background IPR.

Intellectual property rights include copyright, trademarks and design rights. Licences under this agreement are royalty-free and non-exclusive and allow copying and using the items. If they are noted as non-transferable it means no-one else can take the benefit of that licence – to do so is a breach of those rights. Anyone granting rights under this agreement should check that they have the right to do so first.

If either of us become aware of any claim relating to these rights or the Deliverables, they should notify the other immediately so that we can both agree how best to protect our interests and safeguard our businesses.

Permission to Use the Deliverables: Unless our Proposal says otherwise, in relation to the Deliverables:

• We (and our licensors) retain ownership of all Background IPR
• Once our Fees for any Deliverable are fully paid, we will:
  • grant you licence to use any Background IPR that you need to enjoy the benefits of that Deliverable, and
  • assign all Foreground IPR in that Deliverable to you; and
• You will (following its assignment) grant us a licence to use any Foreground IPR in the Deliverables for reference and training purposes only within our business.

Permission to Use the Client Materials: You (and your licensors) retain ownership of all intellectual property rights in the Client Materials. You grant us a non-transferable licence to copy and modify them so we can provide the Service and Deliverables. You will be liable for any costs we incur in using the Client Materials such as claims for breach of third-party intellectual property rights. Please also see the Partnership Agreement for more information about when you will provide and how we can use the Client Materials.

Resolving Issues

We want you to be delighted with the Services and our work with you. If you are, we’d like to use your business name and logo to create marketing materials for our portfolio.

When you order printed items from us, we aim to deliver the correct quantity of items ordered. You acknowledge that variation is inherent in the print process and accept that minor variations in delivered quantities do not constitute a breach or failure on our part. We cannot guarantee absolute consistency of colours, materials or shades from a sample to the final item, or for repeat orders.

If you are unhappy or dissatisfied, please get in touch and let us know, so that we can work with you to improve things. If we fail to deliver the original Deliverables or Scope of Work, we will continue to make changes and iterations free of charge until those Deliverables have been met.

Please note that once your website is accepted, you can no longer bring any claim for failure to meet the Scope of Work or dispute our invoices.

If either of us have a complaint or dispute arises relating to our work together, we will both try to resolve it by negotiation. Where it cannot be resolved amicably, the English courts have jurisdiction and enforcement powers. The laws of England and Wales apply.

In the unlikely event that we don’t meet our obligations under this agreement, our total liability is limited (where the law allows) to an amount equal to the Fees you have paid in the preceding 12 months. We will not be liable for any indirect loss such as loss of profits, loss of sale or revenue, loss of projected savings, or loss of data related to our Services or the Deliverables.

How This Contract May End

If either of us are in serious breach of this agreement or the Partnership Agreement (eg. you stop using our Services for more than 365 days, fail to reply to our requests for information, refuse to pay our invoices; or we don’t provide the Services or Deliverables), the other may end this agreement by giving 30 days’ notice to the other.

Either of us can end this agreement by immediate notice if the other is insolvent.

If your website is accepted, paid in full, but remains inactive for over 12 months we will end this agreement and package/return all relevant website files without refunding any Fees.

Once the agreement ends:

• we will stop providing the Services with immediate effect,
• all non-perpetual licences will cease,
• you will pay us any outstanding fees and (unless we are in breach) we will invoice you for Services already delivered but not yet invoiced,
• we will (on request) return any Client Materials not already used once all outstanding fees have been resolved.

Any notice should be sent by email and becomes effective at 6pm on the business day after dispatch. A copy of any notice relating to disputes or ending this agreement should also be sent by first class signed-for post on the same day as the related email.