Web and App Design and Development Contracts
Here are some typical FAQs which we commonly encounter:
Why do web or app developers / designers need a contract?
If you have no formal design / development contract and there is a dispute, a court would figure out 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 the kinds of clauses which your lawyer would probably include in a properly-drafted contract.
And in the absence of a written contract, you would lose out on the benefit of protections such as “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 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 may be restricted.
Another consequence of not having a web contract is that you probably won’t have a “specification” of the website or app. In other words, the parties will not have agreed exactly how the website or app is to function. A customer may say that it expected 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 or app developer. A contract properly drawn by a lawyer will require – amongst many other things – that the developer delivers a website or app to the appropriate specification within an agreed timetable. Delay and failure of the website / app to meet the customer’s expectations are very common kinds of dispute.
“Portability” is another important aspect from the customer’s point of view. We often see situations where the customer wants to switch to a new 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” (e.g. copyright) in the website or app. Unless there is a written assignment of rights in your agreement with the developer / designer (or elsewhere) assigning the rights, then you won’t get more than a licence (i.e., permission) to use the site. You may not be able to pass this one to a buyer of your business. Also, in that case, there is nothing stopping the developer from providing a very similar site or app to someone else, even a competitor.
What kind of terms would one expect to find in website development terms and conditions?
Amongst other things, the contract should deal with a specification of the website, payment terms, delivery timetable, test criteria to establish if/ when the site has been accepted by the customer, arrangements (if any) regarding source code, intellectual property rights, ending of the contract, bug fixing, ongoing support, portability. And so on.
What about app development contracts?
Generally, the above kinds of terms apply to app contracts but there are additional factors to consider such as: applicable operating system (OS) and devices, getting approval from the platform e.g., Apple, how updates will be handled etc.
Is it ok to buy a template?
Well, whether we are providing contracts for developers or customers, we find that their concerns and the priorities vary a lot. 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 contract. Others won’t. Overall, the approach taken by web and app 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 may not work here.