Web design and development agreement (standard)

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
   Customer
   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 delete 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 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.
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.