Web design and development terms and conditions (premium)
This terms and conditions template is highly adaptable, and with appropriate editing may be made suitable for use in many different contexts.
The substantive content of this document is very similar to that of the premium web design and development agreement; the differences are of form. A skeleton statement of work is provided with this document. The statement of work includes (or references) all the key commercial information relating to the contract, and the statement of work (rather than the body of the document) is signed by the parties. This form of document may be more suitable for use where one of the parties (generally, the developer) is presenting its standard terms of business, and has no wish to negotiate those terms.
This document is also closely related to our other web design and development terms and conditions templates. It contains all the content of the standard version, but with a number of additional optional clauses. Those clauses cover such matters as management of the project, contract change procedures, the set-up of the website at the end of the development process, additional development after the completion of the main project, export laws, non-compete obligations and non-solicitation of personnel. Also, several areas that are covered in the standard document are covered in more detail here, notably: data protection, contractual notices and boilerplate provisions.Ask about this document
Web design and development terms and conditions (premium) contents
- Definitions: definitions.
Term: commencement of term; end of term; each contract distinct. 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. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon second party delays.
- 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.
Additional Development Services: parties may agree additional development services; matters to be agreed relating to additional development services.
- Customerobligations: general second party obligations; access to computer systems.
- CustomerMaterials: supply of second party materials; licence of second party 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).
- Reversion of assignments and licences: licences and assignments are subject to payments; reversion of assignments and termination of licences.
: inclusion of credit forDeveloperCreditDeveloperon website; retention of website credit forDeveloper.
- Representatives: instructions given by first party representatives; instructions given by second party representatives.
- Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
Changecontrol: 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.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- 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.
- Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
- 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 bythe Developer(GDPR); duration of personal data processing byDeveloper(GDPR); personal data processed byDeveloperon instructions (GDPR); informingCustomerof illegal instructions (GDPR); personal data processed byDeveloperas required by law (GDPR); confidentiality obligations onDeveloperpersons processing personal data (GDPR); security of personal data processed byDeveloper(GDPR); appointment of sub-processor byDeveloper(GDPR); authorisation forDeveloperto appoint sub-processors (GDPR);Developerto assist with exercise of data subject rights (GDPR);Developerto assist with compliance (GDPR); obligation to notifyCustomerof personal data breach (GDPR);Developerto provide data protection compliance information (GDPR); deletion of personal data byDeveloper(GDPR);Developerto allow audit (GDPR); changes to data protection law.
- 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.
- Acknowledgements and warranty limitations: website not error free; website not entirely secure; website compatibility is limited; no legal etc advice with website.
- 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.
- 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- 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.
- Non-compete: non-compete in respect of website; legitimate interest in non-compete.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
- Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed, subject to change control.
- Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
- Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (FORM OF
- Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
Changedetails: insert details of change.
- Impact of
Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
- Agreement to
Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.