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Web design and development terms and conditions (standard)

This web design and development terms and conditions document comes in two parts. First, the main body of the terms and conditions sets out all the legal nitty-gritty, including a range of optional provisions. Second, a skeleton statement of work is attached. The commercial and - to an extent - technical details of each contract should be set out in the statement of work, and the statement of work should be executed by the parties.

In terms of its substantive content, this document is very similar to our standard web design and development agreement.

We also publish a short (basic) version of this document and a longer (premium) version. The basic version has the same core content as this document, but with far fewer optional clauses. The premium version has many more optional clauses.

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Web design and development terms and conditions (standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term; each contract distinct.
  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); authorisation for
    Developer
    to appoint sub-processors (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: contractual notices must be in writing; methods and deemed receipt of 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.

STATEMENT OF WORK

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