Web design and development agreement (premium)

Web design and development agreement (premium) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term (website delivery and acceptance).
3. Development Services: obligation to provide development services; timetable for website development and delivery; delays in development services consequent upon second party delays; website development coding standards; keep second party informed of development services progress; availability of website to second party during development; website and documentation upon early termination.
4. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon second party delays.
5. Acceptance procedure: obligations to make available website and carry our acceptance tests; licence to conduct website acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; website deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of website acceptance test failure; number of acceptance testing rounds; consequences of acceptance of website.
6. Additional Development Services: parties may agree additional development services; matters to be agreed relating to additional development services.
7. Customer
   obligations: general second party obligations; access to computer systems.
8. Customer
   Materials: supply of second party materials; licence of
   Customer
   materials; warranties relating to second party materials.
9. Intellectual Property Rights: assignment of IPR in website and documentation; licence to use website and documentation; mixed assignment and licence of rights (website); licensing of third party materials (website); waiver of moral rights in website and documentation; further assurance (intellectual property).
10. Reversion of assignments and licences: licences and assignments are subject to payments; reversion of assignments and termination of licences.
11. Developer
    Credit: inclusion of credit for
    Developer
     on website; retention of website credit for 
    Developer
    .
12. Representatives: instructions given by first party representatives; instructions given by second party representatives.
13. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
14. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
15. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
16. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
17. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
18. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
19. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
20. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
21. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Developer
     (GDPR); purposes of processing of personal data by 
    the Developer
     (GDPR); duration of personal data processing by
    Developer
    (GDPR); personal data processed by
    Developer
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Developer
    as required by law (GDPR); confidentiality obligations on
    Developer
     persons processing personal data (GDPR); security of personal data processed by 
    Developer
     (GDPR); appointment of sub-processor by
    Developer
    (GDPR); authorisation for
    Developer
    to appoint sub-processors (GDPR);
    Developer
     to assist with exercise of data subject rights (GDPR);
    Developer
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Developer
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Developer
     (GDPR);
    Developer
     to allow audit (GDPR); changes to data protection law.
22. Warranties: standard of services; first party general warranties; website warranties; warranty of legality of website and documentation; website and documentation IPR infringement warranty; breach of website infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
23. Acknowledgements and warranty limitations: website not error free; website not entirely secure; website compatibility is limited; no legal etc advice with website.
24. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
25. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
26. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
27. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
28. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
29. Non-compete: non-compete in respect of website; legitimate interest in non-compete.
30. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
31. Notices: contractual notices must be in writing; methods of sending contractual notices; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
32. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
33. Assignment: assignment by first party; assignment by second party.
34. No waivers: no unwritten waivers of breach; no continuing waiver.
35. Severability: severability of whole; severability of parts.
36. Third party rights: third party rights: benefit; third party rights: exercise of rights.
37. Variation: variation in writing and signed, subject to change control.
38. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
39. Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
40. Counterparts: counterparts.
41. Law and jurisdiction: governing law; jurisdiction.
42. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (WEB DESIGN AND DEVELOPMENT PARTICULARS)

1. Specification of Website: specification of website prompt.
2. Rights in Website to be assigned: identification of rights in a website to be assigned.
3. Customer
   Materials: prompt for identification of second party materials.
4. Third Party Materials: prompt for identification of third party materials.
5. Set Up Services: specification of software set up services prompt.
6. Timetable: timetable prompt.
7. Financial provisions: financial provisions prompt.
8. Representatives: first party representatives; second party representatives.

SCHEDULE 2 (FORM OF CCN)

1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
2. Change details: insert details of change.
3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.

SCHEDULE 3 (DATA PROCESSING INFORMATION)

1. Categories of data subject: prompt for categories of data subject.
2. Types of Personal Data: prompt for types of personal data.
3. Purposes of processing: prompt for personal data processing purposes.
4. Security measures for Personal Data: prompt for security measures for personal data.
5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.