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Make writing your contract a breeze by downloading this free Web Design Contract Template

Web Design Contract Template

Web Design Contract

Writing a great web design contract takes legal know-how, time, and practice. It’s typically best to have them drafted (or at least reviewed) by a qualified attorney. You’re in luck! Below you’ll find a free web design contract template that you can customize and use for your business.

Contract Template Details

This website design contract is divided into two main sections. The first goes over business terms in easy to understand language. The second contains the legal terms which cover the most important aspects of a legal design contract.

Customize Your Web Design Contract

To customize your contract template you’ll want to go over and edit the sections as you see fit. After you make changes it’s a good idea to send the contract over to an attorney and have them ensure it’s valid where you are located.

Check out this sample from the Web Design Contract Template


THIS AGREEMENT is dated [DATE]. This date shall also be known as the Effective Date.

Background

The parties have agreed that the Developer shall provide the Customer with website design and development and related services on the terms and conditions set out in this agreement.

Business Terms

1. Scope of the project

The Developer shall:

  • provide the design and development services as set out in Schedule 3 (Services). The provision by the Developer of the Services shall also be referred to as the project (Project);
  • design, develop and deliver the website (Site) to be located at [URL];
  • (i) as per the specification for the Site set out in Schedule 2 (Site Specification);
  • (ii) in three key phases identified in Schedule 1(Phases) in accordance with the agreed timetable (Project Plan);
  • design, develop and deliver the software for the Site commissioned by the Customer as set out in Schedule 2.

2. Development and acceptance of site

2.1 This clause describes how the Site is to be accepted or understood to be accepted by the Customer (Acceptance). Here, Acceptance Certificate means the format of certificate given to the Developer by the Customer to acknowledge Acceptance and Acceptance Tests mean the tests to be carried out on the Site.

2.2 Once the Developer has completed the design and development of the Site in accordance with Phase [RELEVANT PHASE NUMBER] of the Project Plan, the Developer shall invite the Customer to attend Acceptance Tests. This shall be repeated once the Developer has completed the design and development of the Site in accordance with Phase [RELEVANT PHASE NUMBER] and for any further development works agreed by the parties from time to time.

2.3 The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of such tests is set out in Schedule 4.

2.4 Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. The Customer shall sign the Acceptance Certificate in respect of the Site and return it to the Developer as soon as reasonably practicable after Acceptance.

2.5 In the event that any Acceptance Tests are not passed, the failures that cause the relevant tests to be failed (Defects) shall be drawn up and documented by the Developer and presented to the Customer for discussion on how best to rectify such Defects.

2.6 If any failure to pass the Acceptance Tests results from a Defect which is caused by the Customer, or by one of the Customer's sub-contractors or agents for whom the Developer has no responsibility (Non-Developer Defect):

  • the Site shall be deemed to have passed the Acceptance Tests;
  • the Customer shall sign and return the Acceptance Certificate to the Developer within five bank working days of Acceptance;
  • the Developer shall provide all assistance reasonably requested by the Customer in remedying any Non-Developer Defect by supplying additional services or products;
  • if such assistance is requested, the Customer shall pay the Developer in full for all such additional services and products at the Developer's then current fees and prices.

2.7 The Developer shall remedy any Defects promptly in order to ensure that the Site passes the Acceptance Tests on a retest.

2.8 If such a retest demonstrates that the Site is still not in accordance with the Site Specification, the Customer may, by written notice to the Developer, choose to fix a new date for carrying out further tests on the Site on the same terms and conditions as the retest at the Developer’s cost.

2.9 If the Site fails the retest in this clause:

  • the Customer may, by written notice to the Developer, choose to accept the Site subject to a reduction of the charges set out in Schedule 5, such reduction to be an amount that is reasonable, taking into account the circumstances; or
  • to reject the Site as not being in conformity with this agreement, in which event this agreement shall automatically terminate and the Developer shall forthwith refund to the Customer all sums already paid to the Developer under this agreement.

3. Third party products

The third party software products listed in Schedule 2 (Third Party Products), shall be supplied in accordance with the relevant licensor's standard terms. The one-off license fee for such Third Party Products is included in the charges payable as per clause 5.1.

4. Project management

Each party shall appoint a project manager who shall:

  • (a) provide professional and prompt liaison with the other party; and
  • (b) have the necessary expertise and authority to commit the relevant party.

5. Charges and payment

5.1 Following Acceptance, the Developer shall issue a [APPROPRIATE SALES OR TURNOVER TAX IN APPLICABLE JURISDICTION] invoice in respect of the charges, and the Customer shall pay to the Developer the charges calculated correctly in accordance with Schedule 5 and set out in such invoice within 30 days of receipt of it, except for any amount in respect of which there is a genuine dispute.

5.2 All charges are exclusive [APPROPRIATE SALES OR TURNOVER TAX IN APPLICABLE JURISDICTION].

6. Site content

6.1 Subject to the description of Services noted in Schedule 3, the Developer shall update the Site with materials provided from time to time by the Customer.

6.2 The Developer shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the content of the Site (other than the Customer materials) constitutes Inappropriate Content.

General Legal Terms

1. Warranties

1.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

1.2 The Developer shall perform the Services with reasonable care and skill and in accordance with generally recognized commercial practices and standards.

1.3 The Developer warrants that operation of the Site will be uninterrupted and free of errors, viruses and material defects and that the Site will perform in accordance with the Site Specification for a period of 12 months from Acceptance. If the Site does not so perform, the Developer shall, for no additional charge, promptly ensure that the Site complies with the Site Specification.

2. Limitation of remedies and liability

2.1 Nothing in this agreement shall operate to exclude or limit either party's liability for:

  • any breach of the terms implied by [APPROPRIATE LEGISLATION IN APPLICABLE JURISDICTION]; or
  • any other liability which cannot be excluded or limited under applicable law.

2.2 Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

2.3 Subject to clause 8.1, each party's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed [AMOUNT].

3. Intellectual property rights

3.1 Intellectual Property Rights shall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

3.2 All Intellectual Property Rights in the Site Specification and the Site (including in the content of the Site and the Site Software) arising in connection with this agreement shall be the property of the Customer, and the Developer hereby assigns all such Intellectual Property Rights to the Customer. The parties shall execute all documents necessary to give effect to this clause.

3.3 The Developer shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party.

3.4 The indemnity in clause 9.3 is subject to the following conditions:

  • the Customer promptly notifying the Developer in writing of the claim;
  • the Customer making no admissions or settlements without the Developer's prior written consent;
  • the Customer giving the Developer all information and assistance that the Developer may reasonably require; and
  • the Customer allowing the Developer complete control over the litigation and settlement of any action or claim.

3.5 The Developer shall not use or re-create the look and feel of the Site or anything substantially similar to it.

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