Website Developer Contract
We contacted a number of law firms to help with contract wording for our web development services, but we chose Adlex because of the firm’s specific experience in internet law, and because Adam seemed to engage with our request immediately. Throughout the process he has been very responsive and communicative, and had no trouble translating our ways of doing business into a comprehensive contract. We would be happy to use Adlex again and recommend them to others.
Katie Theisinger, Client Services, Freshleaf Media
Here are some FAQs:
Why does a developer need a website developer contract?
If you are a web developer, it is risky to proceed without embodying your legal agreements with your customers in the form of written web designer contracts.
If you have no formal web design contract and there is a dispute, a court would divine the terms of the contract as best as it could from your communications with your customer. This is unlikely to work in your favour.
For example, a court may include "implied terms" which hold you to a higher standard than you might expect.
And in the absence of a written website designer contract, you would lose out on the benefit of "limitation clauses" which are designed to minimise the amount or kind of damages you have to pay if you have breached the contract. Indeed, if you are faced with a claim, the fact that the customer has signed a proper web designer contract with suitable liability clauses can help you to negotiate a settlement - as claimants will know that, even if they win a case, the compensation they can recover will be limited.
Another consequence of the lack of suitable web design contracts is that usually there will be no "specification" of the website. In other words, the parties will not have agreed exactly how the website is to function. A customer may say that it expected the site to have feature X whereas you might say you were only asked to provide feature Y. If something goes wrong, the chances of a costly dispute are vastly increased.
Why do customers need website design contracts?
It is just as important for the customer to have a contract with the web designer. A properly drawn web design contract will require – amongst many other things – that the developer delivers a website to the appropriate specification within an agreed timetable. Delay and failure of the website to meet the customer's expectations are amongst the most common forms of web development disputes which we encounter.
"Portability" is another important aspect of the web developer contract from the customer's point of view. We often see situations where the customer wants to switch to a new web developer but there is no contractual requirement on the part of the old developer to co-operate, provide source code etc.
Also, it often comes as a surprise to the customers to discover that they do not own the "intellectual property rights" (eg copyright) in the website. Unless there is a written assignment of rights in the website developer agreement (or elsewhere) assigning the rights, then the customer won't have more than a licence (ie permission) to use the site. That may not get passed on to a purchaser of the customer's business. Also, in that case, there is nothing stopping the web developer from providing a very similar website to someone else, even a competitor of the customer.
What kind of terms would one expect to find in website design agreements?
Amongst other things, web designer terms and conditions should contain a specification of the website, payment terms, delivery timetable, test criteria to determine when the site has been accepted by the customer, arrangements (if any) regarding source code, intellectual property rights, provisions dealing with termination of the contract. And so on.
Is it ok to buy a cheap template web designer terms and conditions?
Well, whether we are providing web developer contracts for website design companies or their customers, we find that the concerns and the priorities vary a lot. The type of website developer agreement we produce for one client is likely to be very different from that provided to another. For example, some clients want something very comprehensive and detailed whereas others prefer something more simple and "user friendly". Sometimes the developer will want to include support, maintenance and/or hosting in the same web designer agreement. Others won't. Overall, the approach taken by web developers often depends very much on the type and size of customers to whom they are providing their services.
Ok, we would say this wouldn't we, but in our experience a "one size fits all" approach doesn't work here.
How Adlex Solicitors can help with your website developer contract ...
... for a free initial chat and more information, contact website lawyer Adam Taylor on +44 (0) 207 317 8404 or email.