Pro-Developer Web Design and Hosting Contract Template

Website Design, Development and Hosting Agreement (Pro-Developer)

TR.C&L.05.03PD

This Website Design, Development and Hosting Agreement has been written for use by web designers and developers who also provide hosting services. The terms of this document govern the design and development of complete websites for clients, along with the subsequent provision of web hosting services.

This new web development and hosting template builds on its counterparts with a range of new provisions. Provisions previously used in similar templates have been streamlined where possible to make the document easier to use. New provisions have been added including those covering personal data processing, general data protection, network and information systems security, and acceptance testing.

This version of the template has been written in favour of the developer. A client-biased version is also available.

Additional provisions in this ‘pro-developer’ version over and above the ‘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 the pro-client version, only the client can request or propose changes to the project specification, in this version of the document, either party is entitled to do this.

The testing provisions in this version of the document 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 this 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. Likewise, a detailed Hosting Specification should be included in the schedule provided, setting out the full particulars of the hosting service to be provided to the client.

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.

Fees and payment terms should be set out in detail in the schedules provided, covering both the design and development of the website, and the subsequent hosting of it. 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 GDPR and Data Protection Act 2018 are 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.

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.

A further set of provisions relates to the Network and Information Systems Regulations 2018 (also known as the “NIS Regulations”). As part of these provisions, the developer provides detailed information about its security arrangements, particularly as those arrangements relate to and affect the client. Undertakings to cooperate with the client with respect to the client’s own obligations under the NIS Regulations are also provided.

Please note that the NIS Regulations apply to certain ‘operators of essential services’ in key sectors such as energy, transport, healthcare, drinking water supply and distribution, and digital infrastructure, and to certain ‘Relevant Digital Service Providers’ such as online marketplace providers, search engines, and cloud computing services. This is a highly specialised area and it is strongly recommended that professional legal and technical advice be obtained.

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 Website Design, Development and Hosting Agreement contains the following clauses:
1. Definitions and Interpretation
2. Scope of Services, Project Specification, and Client Site Materials
3. Client’s Responsibilities
4. Project Management and Reporting
5. [Third-Party Software]
6. Development, Testing, and Acceptance
7. Fees and Payment
8. Website Hosting
9. Intellectual Property
10. Warranties
11. Liability
12. Data Protection
13. Data Processing
14. Network and Information Systems Security
15. Confidentiality
16. Term and Termination
17. Force Majeure
18. Audit
19. No Waiver
20. Further Assurance
21. Costs
22. Assignment and Sub-Contracting
23. Relationship of the Parties
24. Third Party Rights
25. Notices
26. Entire Agreement
27. Counterparts
28. Severance
29. Law and Jurisdiction

and the following schedules:
1. Project Specification
2. Acceptance Tests & Acceptance Retests
3. Project Fees
4. Hosting Specification
5. Hosting Fees
6. [Third-Party Software]
7. [Developer’s Data Protection Policy]
8. [Client’s Data Protection Policy]
9. Data Processing
10. Developer’s Network and Information Security Systems

This Website Design, Development and Hosting Agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Once you have purchased access to the appropriate document folder click on the “Download Document” link below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

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