Below are our standard Fractional CTO and development terms that you will find in an agreement. Last updated February 2024.
You and your company are hiring StayShure located at 1201-135 Innovation Drive, Bedford, NS, B4B2E7, to design and develop a website for the estimated total price outlined in our previous correspondence. Prices in the terms & conditions as in USD unless otherwise mentioned.
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 text, images, fonts 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 and are bound by any deadlines that we set together. You also agree to keep to the payment schedule set out in this proposal.
We have the experience and ability to perform the services you need and we will carry them out in a professional and timely manner. We will endeavor to meet all the deadlines set but are not responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved our work on time at any stage. We will also maintain the confidentiality of any information.
On most projects, the scope doesn't stay static but rather changes as new information is learned or ideas come. In complex technical environments, what will happen can be unexpected and unknown. While we will honor the pricing and scope set out in this agreement, our team is open to changes as the project progresses or if unexpected barriers or third-party obstructions are encountered. Most of the time, clients realize they missed mentioning a few items that they want to be included. This is normal and okay- we can price it out or charge hourly for such additions at $190 USD/hour.
As a general rule of thumb, if it was not laid out in the discovery user stories, site map, or wireframe, then it is a new feature. If we're on an FCTO plan, we can flexibly adjust priorities and continue on this new work. If on a scoped phase project, we can quote you for this additional work or save it for a later date.
We may create designs for the look, layout, and functionality of your website. If after up to 2 non-minor revisions of the main design wireframes you are not happy with the design, we will provide you with an additional quote for extra design work needed. If instead, you wish to cancel our agreement, you may do so and we will retain the initial payment for the work completed to date. For other cancellations, we will charge for any work completed to date and will work with you to pass one the codebase to other developers or your internal team as needed.
We are not focusing on perfection in the development of MVP products. We are focusing on functionality, progress, and flexibility. Perfection is an ongoing process based on learning that comes post-launch with our Fractional CTO plans and continuous innovation.
"We don't deliver, you don't pay" pertains to tangible results of work created, evidence of work completed. In a retainer, this does not pertain to any specific work agreed to in this proposal but a changing and dynamic scope of work that changes month to month. Each month, if it is clear that work was completed or scope was modified to accommodate new priorities, payment would be required. We must complete work for you each month but the exact work will vary.
It is our goal to pay attention to signs that a project may or may not finish on time. Due to the possibility of emergent requirements (i.e. discovering that new features or functions are needed to achieve goals), we may from time to time suggest postponing certain development goals in order to finish the others effectively and on time.
By making the bulk of the payment due upon completion of the project, we are incentivized to deliver on time and accurately. A project is considered complete if the most valuable functions that deliver value to the end users work as intended and all requested functionality is available. It is possible that some small bugs, errors, or tweaks may be discovered at later times on lesser-used parts of the app or based on third-party code changes; these will be taken care of via our fractional CTO for hire plans, see "Post-Proposal Continued Retainer Services" below.
While we will demonstrate the functionality of the app and give you access to the use of the app, app ownership will not be transferred and the app will not be made fully live until the final payment has been paid in full.
We are not responsible for writing or inputting any text copy. We will be happy to help, but significant work on our part will result in a charge above and beyond the original price. This will not be done without your approval of an additional quote provided in advance.
We are not responsible for writing or inputting any documentation for the code we write unless added as a line item in the quote. Most of our clients move fast and change fast- so documentation is not helpful until more stability is reached, at which time we can quote for it.
Graphics & Photographs will primarily be your responsibility, though we can use stock photography to assist you.
Getting pixel-perfect design in low-code tools can be difficult and time-consuming, especially in the realm of responsiveness. While we will aim to build and design with excellence, it is possible some elements may be slightly off on some views by a few pixels. We can make pixel-perfect designs for an additional cost but do not recommend including this in MVP versions of apps as it is time-consuming. Most people will not notice and it will not affect UI/UX.
Acknowledgment of Risks and Uncertainties:
The Client acknowledges that software development is a complex and iterative process subject to various risks and uncertainties that can impact the scope, direction, and outcomes of the project. Such risks include, but are not limited to, technological challenges, integration complexities, unforeseen limitations of existing software, hardware compatibility issues, and the discovery of new requirements during the development process.
Emergent Requests and Modifications:
The Client understands that during the course of the software development, emergent requests or modifications may arise that were not anticipated at the outset of the project. These requests may result from new insights, changes in the market, regulatory requirements, or other unforeseen factors. The Client agrees that such emergent requests may necessitate adjustments to the project scope, timelines, and possibly costs.
Implications for Timeline Estimations:
The Client acknowledges that, due to the inherent uncertainties and the potential for emergent requests or modifications during the software development process, StayShure cannot guarantee precise timeline estimations at the outset of the project. While StayShure will endeavor to provide realistic timelines based on the information available at the time and will make every effort to adhere to those timelines, the Client accepts that delays may occur and that adjustments to the project timeline may be necessary as the project evolves.
Client Acceptance:
By agreeing to these terms and conditions, the Client confirms their understanding and acceptance of the risks and uncertainties associated with software development, including the potential for emergent requests and the implications these factors may have on timeline estimations. The Client agrees to collaborate with StayShure in addressing such challenges should they arise, with a mutual goal of achieving the best possible outcomes for the project within reasonable adjustments to timelines and budgets.
Monthly Sprint Planning and Priority Adjustments:
StayShure adopts an agile project management approach, planning work in monthly sprints to ensure flexibility and responsiveness to changing requirements and priorities. At the beginning of each month, StayShure and the Client will agree in writing on the tasks and priorities for the upcoming sprint, allowing for a focused and manageable scope of work. The Client acknowledges that priorities may shift due to business needs, emergent requests, or other factors. Therefore, the Client may request adjustments to the work focus or additional tasks to be included in future sprints. Such requests should be communicated to StayShure in a timely manner to facilitate planning and resource allocation. StayShure commits to working collaboratively with the Client to accommodate these changes within the constraints of the project scope, timeline, and budget, ensuring that the project remains aligned with the Client’s evolving needs and objectives.
Bugs and errors are normal to appear when going live and we will plan with you how much capacity may be needed to be assigned to accomplish this (see "completion & project testing" with step called "beta testing"). Should you require future technical and developmental support, we can enter into a retainer agreement wherein we would have at least one monthly call with your team to define goals for development each month to achieve and would work in sprints to deliver on those goals.
StayShure reserves the right to, from time to time, raise their pricing to provide better quality service to our clientele. Notices of pricing changes will be served two months prior to changes for current clients, in writing.
Evenings & Weekends Overtime, non-FCTO support: if you would like priority support outside of regular work hours, or support on a project that we do not have scheduled in for our FCTO services, then the charge rate would be double time for this, at a minimum of $150. StayShure's base hourly rate is $190 USD per hour.
No specific hourly requirement is agreed upon per month for StayShure to accomplish. Instead, in accordance with the goals stated in each plan in the "Plan of Action" tab, StayShure will agree with You to achieve defined goals, in writing through digital communication, each month. As such, there are no minimum hours per month required. We will agree upon an approximate number of hours each month that is scheduled as capacity to get done what is planned. While StayShure may, from time to time, exceed these hours to hit a goal on your behalf, they reserve the right to request the additional hours be added to an invoice that You would agree to pay for that month as needed. This would fall under the payment terms of our technical support or "flexible pricing". StayShure will not proceed with these additional hours without your written consent.
We plan ahead to schedule in hours for capacity each month. As a result, we may not be able to accommodate all requests. Therefore, additional hour requests that are in excess of 25% more than planned are subject to time and a half billing as our team may need to work overtime to accomplish them.
We are not 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 operation of or inability to operate this website and any other web pages—even if you have advised me 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.
In the event of need for dispute resolution with a third-party, we will utilize a reputable law firm that has no conflict of interest for either party.
It is expected that your team prepare their own privacy policy and terms and conditions for their website prior, preferably at the beginning of development so that we can build them into the site. We are available to do this with you in a live call if needed using our recommended service, Iuebenda.com. If your site is particularly liable to lawsuits, we recommend consulting a lawyer to review your that these policies are strong enough and specific enough for your needs.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Nova Scotia, Canada, without regard to its conflict of laws principles. Any disputes, controversies, or claims arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be exclusively resolved through the courts located in Nova Scotia, Canada. The Parties hereby irrevocably submit to the jurisdiction of these courts and agree that any legal action or proceedings related to this Agreement shall be conducted in such courts. The Parties further agree to not challenge the jurisdiction or venue provisions as provided in this clause.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by you or that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
You own the graphics and other visual elements that We create for you for this project. We will give you a copy of all files and you should store them carefully as We are not required to keep them or provide any native source files that We used in making them.
You also own text content, photographs, and other data you provided unless someone else owns them. You own the HTML markup, CSS, and other code we’ve built for you on this project and we are entitled to own our own copy for future development purposes as well, with the exclusion of anything proprietary. We will refrain from using any proprietary code developed but may reuse more common features in future app development projects.
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 websites, in magazine articles, and in books.
In consideration of the software development and fractional CTO services provided by StayShure ("Service Provider") to your company ("Client"), and as a measure to secure the payment of any and all invoices issued under this Agreement, the Client hereby agrees that in the event of any outstanding invoices not being paid in full within [60] days from the due date, the Service Provider shall have the right, but not the obligation, to use the software developed under this Agreement ("Software") as collateral. This right includes, but is not limited to, the Service Provider's ability to retain, use, license, sell, or otherwise dispose of the Software to recover the unpaid amount.
The Client acknowledges and agrees that:
Our payment schedule will be as follows but may be revised based on further conversations between us.
[50%] of the estimated monthly fee for the following month +
[50%], or the total balance based on actual hours for the previous month
Will be issued on the 1st business day of each month, with net 3 terms.
Fractional CTO agreement invoices will be invoiced on the 10th of each month on an automated basis as that rate does not change monthly.
Interest accrued if payment is more than 14 days late. We reserve the right to add 1% interest on any outstanding balance every 7 days, starting from 15th day after receipt of the finished product.
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.
This proposal, if not signed, expires after 90 days. While StayShure may accept it again, pricing may have changed and the proposal must be re-assessed.
If you cancel with less than 14 days remaining until our scheduled development start time for a phase of development above and beyond the Fractional CTO plan, then we reserve the right to retain half of your deposit or the total cost of design work done to date, whichever is greater.
When agreeing to this proposal, you agree to a commitment of a minimum of 3 months, with a recommendation of 12. Implementing technology within a business and leading your team to adapt it takes time, as does measuring the impact of changes month over month.
Cancellations after the 3-month period require at least 1 month's notice, with the cut-off date being the day on which this proposal was signed in the month. You are also welcome to change the plan at any given time as well between our 3 plans, and we will discuss availability to accommodate an increased commitment together prior to making the change.
Agreements can continue past the 12-month mark and we can do a new assessment and year-plan together. We are happy to remain as your dedicated technology partner!
While we do our best to effectively plan timelines on a project, we will occasionally be affected by labor changes, holidays, and unanticipated difficulties. As we continue to develop projects, it is possible that new additions cause unexpected impacts on previous functions, causing more work than anticipated. When working with third-party software tools, it may also be that there are delays due to applications, waiting on responses, or incorrect and outdated documentation on their part that are out of our control. In these situations, we will aim to help to advise on alternative approaches to the solutions but may need to negotiate new timelines and compensation.
"Every feature that is added and every bug that is fixed", Edward Tenner, a writer on technological change points out, "adds the possibility of some new and unexpected interaction between parts of the program." Dr. Jager concurs: "If people have learned anything about large software projects, it is that many of them miss their deadlines, and those that are on time seldom work perfectly... Indeed, on-time error-free installations of complex computer systems are rare." This is why we offer continued support in the form of our Fractional CTO services.
Your application will be tested in 3 Ways:
1- Throughout the development cycle any item that is completed is first moved to a review phase. Here another team member or dedicated quality assurance developer will review it to make sure that it meets acceptance criteria, i.e. that it does what it is supposed to do.
2. Once core development and app functionality have been completed, we will undergo an intensive Quality Assurance (QA) testing process completed by our developers. We will simulate a range of simulated workflows to identify any missed errors and blockages to functionality. Revisions and updates are made simultaneously, as they are identified. Once QA Testing is completed, your project is considered ready to be published to a live production version of your application, i.e. “Beta” version, to begin real-world testing with a closed testing group and primary Beta testing user or contacts from your organization or team.
3. Beta Testing & Completion. This final phase is a 30-day period wherein you, your team, and some early trial users begin to use the app in live scenarios. The goal is to uncover anything potentially missed or undiscoverable in a pure test environment. Errors, bugs, and missed functionality will be monitored to be fixed in a priority sequence throughout this time. Future improvements, changes to UI/UX, and features will be tracked for future development. Once these 30 days are completed final payment will be due and an agreed upon maintenance plan will begin for continued error monitoring, improvements, and development strategy consulting. All bug reports and improvements can be easily submitted and tracked using Gleap, which we will add into your application for this purpose.
Changes to design or UI/UX are not considered to be errors or bugs as they do not affect functionality. We do encourage clients to give us feedback on this throughout the process. Some designs from wireframes can be difficult to replicate perfectly in development but we aim to follow the overall user interface design and brand with consistency. Changes of design and functions are encouraged to be made note of and planned for in the follow-up monthly maintenance and improvements.
