Web design and development agreement (basic)

This basic web design and development agreement covers the core issues in any development contract, but omits many of the optional clauses from the standard and premium versions.

The first few sections of this agreement govern the development process: what will be developed, how and when? As well as placing obligations upon the developer, these sections may also require the customer to co-operate and to supply specified works to the developer.

Next, the agreement covers the licensing and/or transfer of copyright in the website. These copyright provisions are very flexible, allowing for many configurations. As well as the licensing and/or transfer of copyright arising out of the development services, these provisions also cover third party works, moral rights, and ongoing obligations to ensure the customer benefits fully from the assignments (further assurance).

A set of optional warranties relating to the services and the website itself are included. For example, the developer may warrant that the website will conform to the agreed specification, will be free from material defects, will be free from malware, and will incorporate industry-standard security features.

In addition to the development-specific clauses, this document includes provisions covering termination, liability, subcontracting and interpretation.

It does not however include confidentiality clauses, data protection clauses, indemnities, contractual notices procedures or a formal acceptance procedure. If you need these matters to be covered in your agreement, you should look at the standard and premium versions of this web design and development agreement.

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Web design and development agreement (basic) contents

Definitions: definitions.
Term: commencement of term; end of term (website delivery).
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.
Customer
obligations: general second party obligations; access to computer systems.
Customer
Materials: supply of second party materials; licence of
Customer
materials; warranties relating to second party materials.
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).
Developer
Credit: inclusion of credit for
Developer
on website; retention of website credit for
Developer
.
Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
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.
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.
Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (WEB DESIGN AND DEVELOPMENT PARTICULARS)

Specification of Website: specification of website prompt.
Rights in Website to be assigned: identification of rights in a website to be assigned.
Customer
Materials: prompt for identification of second party materials.
Third Party Materials: prompt for identification of third party materials.
Timetable: timetable prompt.
Financial provisions: financial provisions prompt.

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Version	1.2
First published	13 Sep 2016
Last updated	16 Jan 2021
Law	English law and EU law
Language	English (UK)
^†Word count	6,567
^†Template pages	15

† These figures are approximations.

IT law Web design and development Agreement

Web design and development agreements

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Number of document instances	1	1	5	25
Number of websites or digital products	1	1	5	25
Sub-licences permitted	None	1	5	25
Document licence period	No expiry	No expiry	No expiry	No expiry
Credit for Docular	Yes	No	No	No

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Web design and development agreement (basic)

This basic web design and development agreement covers the core issues in any development contract, but omits many of the optional clauses from the standard and premium versions.

Web design and development agreement (basic) contents

Web design and development agreements

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