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A family of Web design and development terms and conditionsdocumentsWeb design and development terms and conditions

Each of these terms and conditions templates comes in two main parts. First, a statement of work, which can be used by the parties to the contract to specify the technical and commercial deal: what is being produced and what is being paid? Second, a set of legal terms and conditions that define the parties' core obligations and allocate responsibilities and liabilities as appropriate.

Web design and development terms and conditions (basic)

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Version 1.2
First published 13 Sep 2016
Last updated 16 Jan 2021
Word count 6,698
Template pages 15

Web design and development terms and conditions (standard)

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Version 2.2
First published 13 Sep 2016
Last updated 16 Jan 2021
Word count 12,900
Template pages 28

Web design and development terms and conditions (premium)

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Version 2.2
First published 13 Sep 2016
Last updated 16 Jan 2021
Word count 15,180
Template pages 34

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Web design and development terms and conditions (basic) 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. Customer
    obligations:     general second party obligations; access to computer systems.
  5. Customer
    Materials:     supply of second party materials; licence of
    Customer
    materials; warranties relating to second party materials.
  6. 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).
  7. Developer
    Credit    :     inclusion of credit for
    Developer
     on website; retention of website credit for 
    Developer
    .
  8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  9. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  10. 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.
  11. 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.
  12. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  13. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  14. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  15. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  16. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

STATEMENT OF WORK

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
    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 and purposes of processing 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: 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