How Might We

Version: 4 (Jan 2023)

Thank you so much for partnering with us. We hope to make working with us as delightful as possible. We have tried our best to keep this contact as simple and easy to read as possible while still keeping the lawyers happy. We want what’s best for both parties, now and in the future, so it’s important that we all understand what we’re signing.

You agree that you have the authority to enter into contracts and agreements on behalf of yourself or your organization as mentioned in the proposal.

You will:

• Give us the assets and information we request, in good time and in the formats we need.
• Review our work, provide feedback and approval in a timely manner.
• Be bound by dates we set together—We can only reach our deadlines if you help us to do so.
• Stick to the payment schedule set out at the end of this contract. 

We will:

• Only undertake work that we have the experience and ability to deliver.
• Do our work in a professional and timely manner.
• Endeavour to meet every deadline that’s set, and communicate in advance if we won’t be able to.
• Maintain the confidentiality of everything you give or tell us.

Types of agreements 

There are two ways that you can enter into an agreement with How Might We: with a once-off project or a subscription. The type of agreement you have will be defined in our propsals and correspondence.

Cancellation

If for whatever reason you need to cancel your agreement with us:

Liability

We will provide designs and recommendations that we believe to be accurate and of the best value to you at the time of delivery, but we are not liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages caused by the implementation of the deliverables.

Copyright

You guarantee that all elements of text, images or other artwork you provide are either owned by yourself or your organisation or that you have permission to use them.

When your final payment has cleared, the copyright will be automatically assigned as follows:

• You’ll own the deliverables as they are delivered and are able to use them as you see fit.
• Over and above the agreed deliverables, we’ll give you the editable source files for prototypes and UI only, if requested. You should keep them somewhere save as we will not keep copies indefinitely.
• Source files may be in a format you will need additional software to edit, such as Figma or Axure RP Pro.

Non Disclosure

Neither of us will share any confidential information about each other, by any means, with anyone else.

Confidential information is any information that either of us share with each other during the course of the project. We’ll both keep shared information to ourselves and we won’t use it except for the reason it was shared. We’ll take every step to make sure it stays confidential too.

If we think that there’s a possibility that any confidential information might have been compromised, we agree to tell each other right away so we can take all necessary steps to protect ourselves.

This doesn’t apply to any information that’s already in the public domain or might become public by any other means. Although we hope that it will never happen, it also does not cover a situation where we’re required by law to disclose it, for example to the police.

Once the information is in the public domain, (for example once the site is launched) we may ask for the project to be used as a case study.

Payment schedule

As a small business, it’s crucial to us that you promptly pay the invoices that we send to you. You agree to stick to the following payment schedule:

1) Our payment terms are 14 days from the date of invoice.

2) For projects that run over a month, and subscriptions, we’ll invoice at the end of every month for any work completed during that month.

3) If we need to attend to any additional work that could potentially incur extra costs, we will communicate with you about any additional costs. You will always be informed of the costs upfront and we will only commence with the additional work with your approval.

4) We issue invoices electronically and accept payment by electronic transfer. We reserve the right to charge interest on all overdue debts at the current repo rate + 3% per month or part of a month.

Breach

If either of us commits a breach in terms of this agreement and thereafter, fails to remedy the breach within 10 (ten) working days after receiving written notice, then the non-breaching party will be entitled to terminate this agreement or obtain an order from court for specific performance together with all amounts outstanding by either party.

Dispute resolution

Should any dispute, disagreement or claim arise between us regarding this agreement, we will enter into negotiations and attempt to resolve the dispute.

If we fail to resolve the dispute within a reasonable time, then we will approach an independent industry expert who will mediate the discussion.

We both agree that in no circumstance will either of us publicize the dispute on any public platform, including social media. We both understand that any publicity of this nature can cause serious damage to either of our reputation, which damage could potentially result in a financial claim

Force Majeure 

This is the unforeseeable circumstances that prevent either of us from fulfilling this contract.

None of us will be liable for any delay or failure to perform any obligations in terms of this agreement where the delay or failure results from something that makes it objectively impossible to perform those obligations (on time, or at all). If such delay or failure is due to acts of God, fire, earthquake, labour dispute, war, martial law, interruption of transport, government order, electrical load-shedding or surges, riot, revolution, pandemics, or any other causes beyond the reasonable control of the parties, then the parties’ failure or delay in performance shall be excused for the duration of the cause.. This does not extend to a bout of bad weather

The small print

• The terms contain the entire agreement between us and none of us will be bound by any undertakings, representations, warranties, or promises that are not record in this agreement itself.
• You can’t 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.
• Any alterations, variations, consensual cancellation, or addition to this agreement will have no force or effect unless it is in writing and signed by both of us.
• This agreement may be signed in counterparts, all of which taken together will constitute one and the same agreement.
• No indulgence, leniency, or extension of time granted by either one of us to the other, will operate as an estoppel or will prevent the party granting such indulgences etc. from exercising any of its rights in the future.
• Each undertaking in this agreement will be construed as separate terms, capable of standing on its own. In the event that an undertaking is found to be unenforceable or void, the remaining undertakings will continue to bind the parties.
• The rights and remedies of the parties in terms of this agreement are cumulative and in addition to any rights and remedies provided by law.
• Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of South African courts.