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Web design and development agreement (standard)

In creating this web design and development agreement, we have tried to balance flexibility with usability. This agreement includes all the provisions of the basic version of the agreement, and on top of that a range of optional provisions. However, it does not try to cover so much ground as the premium version of the agreement.

The core provisions, which are also in the basic agreement, cover the development process, customer obligations, intellectual property rights and all the usual boilerplate. In addition to those provisions, this agreement includes the following optional clauses.

Acceptance procedure: a defined procedure by which the customer may accept the website at the end of the development process, or send it back to the developer for completion in the event that it does not conform to specification or if it is in some way defective.

Reversion of rights: if the customer does not pay the developer's charges in full, the developer may revert any transfers of copyright and terminate any licences. This may be an important tool for the developer in the event of a dispute over charges.

Expenses and timesheets: obligations may be placed upon the developer to retain evidence of expenses and time incurred, and to provide that evidence to the customer upon request.

Confidentiality: the parties may be required to keep certain information secret. The protected information may be defined in general terms, or it may be specifically identified.

Data protection: a clause to help the customer to comply with its obligations under data protection law in the event that the developer is processing personal data on behalf of the customer.

Other clauses that appear in this document, but not in the basic version, cover indemnification and contractual notices.

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Web design and development agreement (standard) 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. 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.
  5. Customer
    obligations:
    general second party obligations; access to computer systems.
  6. Customer
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  7. 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).
  8. Reversion of assignments and licences: licences and assignments are subject to payments; reversion of assignments and termination of licences.
  9. Developer
    Credit
    :
    inclusion of credit for
    Developer
     on website; retention of website credit for 
    Developer
    .
  10. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  11. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  14. 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 return or destroy confidential information following termination; confidentiality obligations after termination.
  15. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Developer
     (GDPR); duration of personal data processing by
    Developer
    (GDPR); personal data processed by
    Developer
    on 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);
    Developer
     to assist with exercise of data subject rights (GDPR);
    Developer
     to assist with compliance (GDPR);
    Developer
     to provide information (GDPR); deletion of personal data by 
    Developer
     (GDPR);
    Developer
     to allow audit (GDPR); changes to data protection law.
  16. 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.
  17. Acknowledgements and warranty limitations: website not error free; website not entirely secure; website compatibility is limited; no legal etc advice with website.
  18. 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.
  19. 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.
  20. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  21. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  22. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  23. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  24. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  25. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  26. 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. Timetable: timetable prompt.
  6. Financial provisions: financial provisions prompt.

SCHEDULE 2 (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.
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