Website Design and Development Agreement + Toolkit (Pro-Client)
This Website Design and Development Agreement has been written for use by web designers and developers to govern the design and development of complete websites for clients.
This agreement is designed to cover the design and development of a website with the additional provision of a ‘toolkit’ consisting of resources, software, and materials to further support the client’s use of the website.
The data protection provisions in this document have been updated with reference to the UK GDPR.
This version of the template has been written in favour of the client. A developer-biased version is also available.
Additional provisions in the ‘pro-developer’ version over and above this ‘pro-client’ version include a clause imposing certain responsibilities on the client, ensuring that cooperate properly with the developer so that the developer can, in turn, comply with their own obligations. In addition, whereas in this document only the client can request or propose changes to the project specification, in the pro-developer version, either party is entitled to do this.
The ‘pro-developer’ testing provisions also differ, rendering the website ‘accepted’ for the purposes of the contract if the client uses it in business despite defects being found, or unreasonably delays the testing process.
From a liability standpoint, the provisions of both the pro-client and pro-developer documents remain reasonably balanced; however, in the pro-developer version, the developer benefits from additional exclusions of liability for damage to software, hardware, and data.
This is a business-to-business (B2B) contract. Certain laws protecting consumers will therefore not apply and this document should not be used in a business-to-consumer (B2C) situation.
Detail is very important in a contract such as this. The developer needs to know exactly what they are contractually obliged to produce and provide for the client, and under what terms. A separate Project Specification should be agreed upon between the developer and the client - this will form one of the key elements of the contract and should be inserted into the contract in the schedule provided.
Before the client accepts the website, it should be tested thoroughly. The exact details of the testing (and re-testing, in the event of failure) should be agreed between the client and developer and then described in detail in the schedule provided. Various options are open to the client if the website is still faulty after re-testing. Furthermore, options in the document allow you to state whether or not the toolkit will be included in such testing.
Fees and payment terms should be set out in detail in the schedule provided. The main body of the agreement contains only the essential provisions.
Optional reference is made to third-party software. This may, for example, be used for back-office functionality such as content management. Full details of any such software should be provided in the optional schedule and the licence fees payable should be detailed along with the rest of the fees and payment information.
Liability is another important area addressed by this document. The provisions included represent a reasonably standard position, but it is very important that the final terms are negotiated and agreed upon by both the client and the developer.
The UK's data protection legislation is addressed in this template in particular via an optional data processing clause. This provision assumes that the client is the data controller and the developer is the data processor. If the developer will not have any involvement with the live website (and, therefore, no access to users’ personal data or similar) this clause may not be necessary; however, if the developer’s involvement goes further than initially planned, they may end up having access to such data. Use (or remove) this clause with care.
Please also note that the data processing provisions in this document have been designed to strike a reasonable balance between coverage, detail, and brevity. In some cases, more detail may be desirable in which case a separate data processing agreement is available. An optional alternative to the full-length data processing clause is included in this document which cross-refers to a separate processing agreement. If in any doubt, suitable legal advice should be obtained first.
Personal data relating to the parties’ staff will also be exchanged when using this agreement. A general data protection clause has been included, referring to each party’s adherence to the law and to their respective data protection policies.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This document contains the following clauses:
1. Definitions and Interpretation
2. Project Specification and Client Site Materials
3. Project Management and Reporting
4. [Third-Party Software]
5. Development, Testing, and Acceptance
6. Fees and Payment
7. Intellectual Property
10. Data Protection
11. [Data Processing]
13. Term and Termination
14. Force Majeure
16. No Waiver
17. Further Assurance
19. Assignment and Sub-Contracting
20. Relationship of the Parties
21. Third Party Rights
23. Entire Agreement
26. Law and Jurisdiction
and the following schedules:
1. Project Specification
2. Acceptance Tests and Acceptance Retests
3. Project Fees
4. [Third Party Software]
5. [Developer’s Data Protection Policy / Notice]
6. [Client’s Data Protection Policy / Notice]
7. [Data Processing]
This Website Design and Development Agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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